Common use of Further Procedures Clause in Contracts

Further Procedures. In connection with the Shelf Registration contemplated by SECTION 6.1 hereof the following provisions shall apply: (a) The Company shall furnish to each Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein, which shall include the information provided by the Purchasers in their Registration Statement Questionnaires. (b) The Company shall give written notice to the Purchasers (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the Company to make changes to the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, which written notice need not provide any detail as to the nature of such event. (c) The Company shall use best reasonable commercial efforts to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of the Registration Statement. (d) The Company shall furnish to each Purchaser, without charge, at least one copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Purchaser so requests in writing, all exhibits thereto (including those incorporated by reference). (e) The Company shall deliver to each Purchaser (so long as it shall hold Registrable Securities which are Transfer Restricted Securities), without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the Purchasers in connection with the offering and sale of the Registrable Securities covered by the prospectus, or any amendment or supplement thereto, included in the Registration Statement. (f) Prior to any public offering of the Registrable Securities pursuant to the Registration Statement, the Company shall register or qualify or cooperate with the Purchasers and their respective counsel in connection with the registration or qualification of the Registrable Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Purchaser reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by the Registration Statement. (g) The Company, at its own expense, shall cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Purchasers may request a reasonable period of time prior to sales of the Registrable Securities pursuant to the Registration Statement. (h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of SECTION 6.2(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall as promptly as practicable prepare and file a post-effective amendment to the Registration Statement or an amendment or supplement to the related prospectus and any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided in the case of paragraph (v) of SECTION 6.2(b) the Company's obligations pursuant to this paragraph (h) may be suspended if the Board has determined in good faith and using reasonable judgment that disclosure of information sufficient to ensure that the Registration Statement and related prospectus contain no such misstatement or omission would be significantly and materially disadvantageous to the Company's financial condition, business or prospects. If the Company notifies the Purchasers in accordance with paragraphs (ii) through (v) of SECTION 6.2(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Purchasers shall suspend use of such prospectus for a period not to exceed 15 days; provided that the Company may not exercise this delay right more than twice in any 12-month period. In the event of the delivery of the notice described above by the Company, the Company shall use its best efforts to amend such Registration Statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of the Company to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. In the event that the Company shall fail to use its best efforts to keep the Registration Statement effective as required by SECTION 6.1(b) hereof, and by reason of such failure, the prospectus shall not be available for use for a period of 30 days, or if the Company shall suspend the use of the prospectus for a period longer than that provided by, or for more periods than permitted by, this subsection (h), then in respect of each such separate event, each of the Purchasers which shall at the time be holders of Transfer Restricted Securities shall be automatically granted the right to purchase such number of shares of common stock of the Company as shall equal one-quarter (1/4) of the number of Shares purchased by it hereunder (as adjusted for any stock splits, stock dividends, recapitalizations or other similar actions). The exercise price for such rights shall be equal to the purchase price per Share as set forth in SECTION 1.1 hereof (as adjusted for any stock splits, stock dividends, recapitalizations or other similar actions). (i) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. (j) The Company may require each Purchaser to deliver to the Company promptly upon request therefor a completed Registration Statement Questionnaire in substantially the form of APPENDIX II hereto containing such information regarding the Purchaser and the distribution of the Registrable Securities as the Company may from time to time reasonably require for inclusion in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any Purchaser that fails to furnish such information within a reasonable time after receiving such request. Upon the written request of a Purchaser, the Company will prepare and file with the Commission an amendment or supplement to the prospectus which forms a part of the Registration Statement with respect to the information contained in the Purchaser's Registration Statement Questionnaire so that such information is correct. (k) The Company will cause the Registrable Securities to be sold pursuant to the Registration Statement to be listed on the principal securities exchange or market, if any, on which the common stock of the Company shall then be traded.

Further Procedures. In connection with the Shelf Registration contemplated by SECTION 6.1 hereof the following provisions Each Pricing Officer shall apply: (a) The Company shall furnish to each Purchaserbe and they are hereby expressly authorized, prior to the filing thereof with the Commission, a copy of the Registration Statementempowered, and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein, which shall include the information provided by the Purchasers in their Registration Statement Questionnaires. (b) The Company shall give written notice to the Purchasers (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the Company to make changes to the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, which written notice need not provide any detail as to the nature of such event. (c) The Company shall use best reasonable commercial efforts to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of the Registration Statement. (d) The Company shall furnish to each Purchaser, without charge, at least one copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Purchaser so requests in writing, all exhibits thereto (including those incorporated by reference). (e) The Company shall deliver to each Purchaser (so long as it shall hold Registrable Securities which are Transfer Restricted Securities), without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the Purchasers in connection with the offering and sale of the Registrable Securities covered by the prospectus, or any amendment or supplement thereto, included in the Registration Statement. (f) Prior to any public offering of the Registrable Securities pursuant to the Registration Statement, the Company shall register or qualify or cooperate with the Purchasers and their respective counsel in connection with the registration or qualification of the Registrable Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Purchaser reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by the Registration Statement. (g) The Company, at its own expense, shall cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Purchasers may request a reasonable period of time prior to sales of the Registrable Securities pursuant to the Registration Statement. (h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of SECTION 6.2(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall as promptly as practicable prepare and file a post-effective amendment to the Registration Statement or an amendment or supplement to the related prospectus and any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided in the case of paragraph (v) of SECTION 6.2(b) the Company's obligations pursuant to this paragraph (h) may be suspended if the Board has determined in good faith and using reasonable judgment that disclosure of information sufficient to ensure that the Registration Statement and related prospectus contain no such misstatement or omission would be significantly and materially disadvantageous to the Company's financial condition, business or prospects. If the Company notifies the Purchasers in accordance with paragraphs (ii) through (v) of SECTION 6.2(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Purchasers shall suspend use of such prospectus for a period not to exceed 15 days; provided that the Company may not exercise this delay right more than twice in any 12-month period. In the event of the delivery of the notice described above by the Company, the Company shall use its best efforts to amend such Registration Statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of the Company to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. In the event that the Company shall fail to use its best efforts to keep the Registration Statement effective as required by SECTION 6.1(b) hereof, and by reason of such failure, the prospectus shall not be available for use for a period of 30 days, or if the Company shall suspend the use of the prospectus for a period longer than that provided by, or for more periods than permitted by, this subsection (h), then in respect of each such separate event, each of the Purchasers which shall at the time be holders of Transfer Restricted Securities shall be automatically granted the right to purchase such number of shares of common stock of the Company as shall equal one-quarter (1/4) of the number of Shares purchased by it hereunder (as adjusted for any stock splits, stock dividends, recapitalizations or other similar actions). The exercise price for such rights shall be equal to the purchase price per Share as set forth in SECTION 1.1 hereof (as adjusted for any stock splits, stock dividends, recapitalizations or other similar actions). (i) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. (j) The Company may require each Purchaser to deliver to the Company promptly upon request therefor a completed Registration Statement Questionnaire in substantially the form of APPENDIX II hereto containing such information regarding the Purchaser and the distribution of the Registrable Securities as the Company may directed from time to time reasonably require for inclusion and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the Registration name and under the seal (if any) and on behalf of the Corporation all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this First Supplemental Agreement, the Purchase Contract, each Official Statement, the Letter of Representations, and any other necessary agreements. The Corporation's Financial Consultant is specifically authorized to engage consultants necessary to comply with the Company may exclude issuance of Additional Obligations pursuant to the Master Trust Agreement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Prior to the initial delivery of the Bonds, a Pricing Officer and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this First Supplemental Agreement or to any of the instruments authorized and approved by this First Supplemental Agreement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this First Supplemental Agreement, (ii) obtain a rating from such registration any of the Registrable Securities Nationally Recognized Rating Agencies, (iii) make changes to this First Supplemental Agreement deemed reasonable and necessary by a Pricing Officer, with the advice of any Purchaser that fails Bond Counsel, to furnish such information within conform this First Supplemental Agreement to the requirements set forth in the commitment from a reasonable time after receiving such request. Upon Bond Insurer or (iv) obtain the written request approval of a PurchaserSeries of the Bonds by the Texas Attorney General's office. In addition, the Company will prepare statements, findings, representations, and file with determinations set forth in the Commission an amendment or supplement recitals to the prospectus which forms this First Supplemental Agreement are hereby incorporated into and made a part of the Registration Statement with respect to the information contained in the Purchaser's Registration Statement Questionnaire so that such information is correct. (k) The Company will cause the Registrable Securities this First Supplemental Agreement for all purposes. In addition, unless otherwise specifically stated, each time this First Supplemental Agreement provides for action to be sold pursuant to the Registration Statement taken or an election to be listed on made by the principal securities exchange or marketCorporation, if any, on which the common stock such action shall be taken by a Pricing Officer upon behalf of the Company shall then be tradedCorporation.

Further Procedures. In connection with the Shelf Registration contemplated by SECTION Section 6.1 hereof hereof, the following provisions shall apply: (a) The Company shall furnish to each Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein, which shall include the information provided by the Purchasers in their respective Registration Statement Questionnaires. (b) The Company shall give prior written notice of at least 2 business days prior to an activation of the suspension to the Purchasers (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the Company to make changes to the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, which written notice need not provide any detail as to the nature of such event. (c) The Company shall use best commercially reasonable commercial efforts to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of the Registration Statement. (d) The Company shall furnish notify via email to each Purchaser, without charge, at least one copy confirmation of the filing with the Commission of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Purchaser so requests in writing, all exhibits thereto (including those incorporated by reference). (e) The Company shall deliver to each Purchaser (so long as it shall hold Registrable Securities which are Transfer Restricted Securities), without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the Purchasers in connection with the offering and sale of the Registrable Securities covered by the prospectus, or any amendment or supplement thereto, included in the Registration StatementStatement in the manner provided for in such prospectus. (f) Prior to any public offering of the Registrable Securities pursuant to the Registration Statement, the Company shall register or qualify or cooperate with the Purchasers and their respective counsel in connection with the registration or qualification of the Registrable Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Purchaser reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify or register as a foreign partnership or as a dealer in securities in any jurisdiction in which it is not so qualified or registered, or provide any undertaking or make any change in its certificate of incorporation or bylaws that the Board of directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (g) The Company, at its own expense, shall cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Purchasers may request a reasonable period of time prior to sales of the Registrable Securities pursuant to the Registration Statement. (h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of SECTION 6.2(bSection 6.3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall as promptly as practicable prepare and file a post-effective amendment to the Registration Statement or an amendment or supplement to the related prospectus and any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided in the case of paragraph (v) of SECTION 6.2(bSection 6.3(b) the Company's obligations pursuant to this paragraph (h) may be suspended if the Board of Directors of the Company has determined in good faith and using reasonable judgment that disclosure of information sufficient to ensure that the Registration Statement and related prospectus contain no such misstatement or omission would be significantly and materially disadvantageous to the Company's financial condition, business or prospects. If the Company notifies the Purchasers in accordance with paragraphs (ii) through (v) of SECTION 6.2(bSection 6.3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Purchasers shall suspend immediately discontinue its disposition of its Registrable Securities pursuant to the Registration Statement and use of such the prospectus for a period not to exceed 15 days; provided that until the Purchasers' receipt of written notice from the Company that such disposition may not exercise this delay right more than twice in any 12-month periodbe made. In the event of the delivery of the notice described above by the Company, the Company shall use its best efforts to amend such Registration Statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of the Company to delay further sales of Registrable Securities pursuant to the Registration Statement until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. In the event that the Company shall fail to use its best efforts to keep the Registration Statement effective as required by SECTION 6.1(b) hereof, and by reason of such failure, the prospectus shall not be available for use for a period of 30 days, or if the Company shall suspend the use of the prospectus for a period longer than that provided by, or for more periods than permitted by, this subsection (h), then in respect of each such separate event, each of the Purchasers which shall at the time be holders of Transfer Restricted Securities shall be automatically granted the right to purchase such number of shares of common stock of the Company as shall equal one-quarter (1/4) of the number of Shares purchased by it hereunder (as adjusted for any stock splits, stock dividends, recapitalizations or other similar actions). The exercise price for such rights shall be equal to the purchase price per Share as set forth in SECTION 1.1 hereof (as adjusted for any stock splits, stock dividends, recapitalizations or other similar actions). (i) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after within the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with time periods required by the first month rules and regulations of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month periodCommission. (j) The Company may require each Purchaser to deliver to the Company promptly upon request therefor a completed Registration Statement Questionnaire in substantially the form of APPENDIX II Appendix I hereto containing such information regarding the Purchaser and the distribution of the Registrable Securities as the Company may from time to time reasonably require for inclusion in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any Purchaser that fails to furnish such information within a reasonable time after receiving such request. Upon the written request of a Purchaser, the Company will prepare and file with the Commission an amendment or supplement to the prospectus which forms a part of the Registration Statement with respect to the information contained in the Purchaser's Registration Statement Questionnaire so that such information is correct. (k) The Company will cause the Registrable Securities to be sold pursuant to the Registration Statement to be listed on the principal securities exchange or market, if any, on which the common stock of the Company Common Stock shall then be traded.