Common use of Obligations of Parent Clause in Contracts

Obligations of Parent. Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with the SEC a Form S-3 in accordance with Section 2 hereof with respect to the 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 of the Registrable Securities so registered or (B) October , 2000; (ii) furnish to 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 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 Form S-3 to remain effective; (iii) use its reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 under the securities or blue sky laws of such jurisdictions as 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the 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 National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vii) 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 the Form S-3 remains effective, promptly prepare, file and furnish to the 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; (ix) notify the Company Shareholders promptly 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; (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 (xi) deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to this Agreement.

Obligations of Parent. 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 SEC a Form S-3 Securities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 2 hereof 9 or 10, as applicable with respect to the shares of Registrable Securities Securities, and shall use commercially reasonable best efforts to cause such Form S-3 registration statement to become effective effective; (ii) except as provided in Section 2 and to herein, keep such Form S-3 continuously registration statement effective until the earlier to occur of (A) the sale of all of the shares of Registrable Securities so registered or (B) October , 200090 days after the effectiveness of such registration statement; (iiiii) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection 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 proposed to be registered in such registration 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; (iv) furnish to each Company Shareholder the Holders without charge such number of copies of the Form S-3 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 all such other documents incorporated by reference, as such Company Shareholder 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 Form S-3 the registration statement to remain effectivecurrent; (iiiv) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 registration statement under the securities or blue sky laws of such jurisdictions as each Company Shareholder 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), keep such registration or qualification in effect for as long as such registration statement remains in effect, and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders Holders 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 National Association of Securities Dealers, Inc. Automated Quotation System 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; (vii) notify the Company Shareholders Holders upon the happening of any event as a result of which which, or the discovery that, the prospectus included in such Form S-3registration 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 the light of the circumstances then existing; (viii) so long as the Form S-3 registration statement remains effective, promptly prepare, file and furnish to the Company Shareholders 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; (ix) notify the Company Shareholders Holders, promptly after it shall receive notice thereof; , of the date and time any Form S-3 the registration statement and each post- post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 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 Company Shareholders 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 Form S-3 state securities commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws, or the initiation or threatening of any proceeding for that purpose purpose, and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal if such stop order should be issued; and (xi) deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to this Agreement.

Obligations of Parent. Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with the SEC a Form S-3 the registration statement in accordance with Section 2 hereof with respect to the shares of Registrable Securities and shall use reasonable its best efforts to cause such Form S-3 registration statement to become effective as provided in Section 2 promptly as practicable after filing and to keep such Form S-3 continuously registration statement effective until two (2) years after the earlier to occur of (A) the sale of all of the Registrable Securities so registered or (B) October , 2000Effective Time; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection 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 registered by such registration statement until two (2) years after the Effective Time; (iii) furnish to each Company Shareholder Holder such number of copies of the Form S-3 and any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and all documents incorporated by referencesuch other documents, as such Company Shareholder each Holder 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 Form S-3 the registration statement to remain effective; (iiiiv) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 registration statement under the securities or blue sky laws of such jurisdictions as each Company Shareholder 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders each Holder to consummate the public sale or other disposition of the such 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 notify each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vii) notify the Company Shareholders Holder upon the happening of any event as a result of which the prospectus included in such Form S-3registration 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 the light of the circumstances then existing; (viiivi) so long as the Form S-3 registration statement remains effective, promptly prepare, file and furnish to the Company Shareholders 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; (ixvii) notify the Company Shareholders each Holder, promptly after it shall receive notice thereof; , of the date and time any Form S-3 the registration statement and each post- post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 registration statement has been filed; (xviii) 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 the Company Shareholders 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 any Form S-3 the registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and (xi) deliver unlegended securities for delivery in . In connection with closing an any offering of any Registrable Securities registered securities pursuant to a registration effected pursuant to this AgreementDeclaration, Parent shall (x) furnish each Holder, at Parent's expense, with unlegended certificates representing ownership of the Registrable Securities being sold, in such denominations as each Holder shall request and (y) instruct the transfer agent and registrar of the Registrable Securities to release any stop transfer orders with respect to the Registrable Securities being sold.

Obligations of Parent. 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 SEC a Form S-3 Securities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 2 hereof 4 or 5, as applicable with respect to the shares of Registrable Securities Securities, and shall use commercially reasonable best efforts to cause such Form S-3 registration statement to become effective effective; (ii) except as provided in Section 2 and to herein, keep such Form S-3 continuously registration statement effective until the earlier to occur of (A) the sale of all of the shares of Registrable Securities so registered or (B) October , 200090 days after the effectiveness of such registration statement; (iiiii) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection 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 proposed to be registered in such registration 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; (iv) furnish to each Company Shareholder the Holders without charge such number of copies of the Form S-3 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 all such other documents incorporated by reference, as such Company Shareholder 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 Form S-3 the registration statement to remain effectivecurrent; (iiiv) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 registration statement under the securities or blue sky laws of such jurisdictions as each Company Shareholder 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), keep such registration or qualification in effect for as long as such registration statement remains in effect, and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders Holders 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 National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vii) notify the Company Shareholders upon the happening of any event as a result of which the prospectus included in , and enter into 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 the Form S-3 remains effective, promptly prepare, file and furnish to the Company Shareholders a reasonable number of copies of a supplement to or an amendment of such prospectus customary agreements 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; (ix) notify the Company Shareholders promptly 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; (x) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge furtherance 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 including, without limitation, listing applications 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 (xi) deliver unlegended securities for delivery indemnification agreements in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to this Agreement.customary

Obligations of Parent. Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with the SEC a the Form S-3 in accordance with Section 2 hereof with respect to the shares of Registrable Securities and shall use commercially 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 of the Registrable Securities so registered or and (B) October , 2000the first anniversary of the Effective Time; (ii) furnish to each the Company Shareholder Shareholders 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 such the Company Shareholder 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 Form S-3 to remain effectivecurrent; (iii) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 under the securities or blue sky laws of such jurisdictions as each the Company Shareholder 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the 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 National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (viiv) 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; (viiivi) so long as the Form S-3 remains effective, promptly prepare, file and furnish to the 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; (ixvii) notify the Company Shareholders promptly after it shall receive notice thereof; , of the date and time any Form S-3 and each post- post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (xviii) 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 (ix) 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 (xi) deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to this Agreement.

Obligations of Parent. Except as set forth in Subject to the limitations of Sections 2 3, 5 and 311, Parent shall (i) keep the registration statement filed by Parent in accordance with Section 2 hereof effective until the earlier of (A) such time as each Holder may sell all of their Registrable Securities pursuant to Rule 144 under the Securities Act in a single 3 month period or (B) such time as all Registrable Securities have been sold hereunder; (ii) prepare and file with the SEC a Form S-3 in accordance such amendments and supplements to such registration statement and the related prospectus as may be necessary to comply with Section 2 hereof the provisions of the Securities Act with respect to the shares sale or other disposition of all Registrable Securities and shall use reasonable best efforts proposed to cause be registered in 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 of the Registrable Securities so registered or (B) October , 2000registration statement; (iiiii) furnish to each Company Shareholder Holder such number of copies of the Form S-3 and any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and all documents incorporated by referencesuch other documents, as such Company Shareholder each Holder 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 Form S-3 the registration statement to remain effectivecurrent; and (iiiiv) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 registration statement under the securities or blue sky laws of such jurisdictions as each Company Shareholder 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the 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 National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vii) 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 the Form S-3 remains effective, promptly prepare, file and furnish to the 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; (ix) notify the Company Shareholders promptly 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; (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 (xi) deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to this Agreement.

Obligations of Parent. Except as set forth in Subject to the limitations of Sections 2 5 and 311, Parent shall (i) prepare and file with keep the SEC a Form S-3 registration statement filed by Parent in accordance with Section 2 hereof with respect effective until the earlier of (A) the first anniversary of the Effective Time of the Merger plus the sum of (x) the number of calendar days, if any, the effectiveness of the registration statement is postponed pursuant to Section 3 and (y) the shares number of calendar days, if any, that Parent suspends the Holder's use of the prospectus pursuant to Section 5, or (B) such time as all 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 have been sold hereunder (the earlier to occur of (A) the sale of all of the Registrable Securities so registered or and (B) October , 2000is referred to herein as the "Registration Period"); (ii) ------------------- prepare and file with the SEC such amendments and supplements to such registration statement and the related prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities proposed to be registered in such registration statement; (iii) furnish to each Company Shareholder Holder such number of copies of the Form S-3 and any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and all documents incorporated by referencesuch other documents, as such Company Shareholder each Holder 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 Form S-3 the registration statement to remain effectivecurrent; and (iiiiv) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 registration statement under the securities or blue sky laws of such jurisdictions as each Company Shareholder 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the 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 National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vii) 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 the Form S-3 remains effective, promptly prepare, file and furnish to the 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; (ix) notify the Company Shareholders promptly 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; (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 (xi) deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to 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 a Form S-3 such amendments and supplements to such Registration Statement and the prospectus used in accordance connection with Section 2 hereof such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the 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 disposition of all of the Registrable Securities so registered or (B) October , 2000securities covered by such Registration Statement; (iiiii) furnish to each Company Shareholder the Holders 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 such Company Shareholder 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 Form S-3 Registration Statement to remain effectivecurrent; (iiiiv) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 Registration Statement under the securities or "blue sky sky" laws of such jurisdictions as each Company Shareholder 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 do any and take all other acts or things actions which may be reasonably necessary or advisable to enable the Company Shareholders Holders 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 National Association of Securities Dealers, Inc. Automated Quotation System securities trading system (if any) on which similar securities issued by Parent are then listed; (viivi) 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 the Form S-3 such Registration Statement remains effective, promptly prepare, file and furnish to the Company Shareholders 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; (ixvii) notify the Company Shareholders promptly after it shall receive notice thereof; furnish copies of the date and time any Form S-3 and each post- effective amendment thereto has become effective or a supplement prospectuses to any prospectus forming a part 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 Form 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 issuednational securities exchange; and (xiviii) deliver unlegended securities provide a transfer agent and registrar for delivery all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in connection with closing an offering each case not later than the effective date of any registered securities pursuant to a registration effected pursuant to this Agreementsuch registration.

Obligations of Parent. Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with the SEC a Form S-3 in accordance with Section 2 hereof with respect to the shares of Registrable Securities and shall use commercially reasonable best efforts to cause such the Form S-3 to become effective as provided in Section 2 and to keep prepare and file with the SEC such amendments and supplements to the registration statement and the prospectus used in connection therewith as may be necessary to 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 Registerable Securities covered by the Form S-3 until the earlier to occur of (A) the sale of all of the Registrable Securities so registered or registered, (B) October 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, 2000and (C) the second anniversary of the Effective Time; (ii) furnish to each the Company Shareholder Stockholders 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 such the Company Shareholder 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 Form S-3 to remain effectivecurrent; (iii) use its commercially reasonable best 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 Form S-3 under the securities or blue sky laws of such jurisdictions as each any Company Shareholder 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders Stockholders 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 the Nasdaq Stock Market or such other securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (viiv) notify the Company Shareholders 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; (viiivi) so long as the Form S-3 remains effective, subject to Section 3 above, promptly prepare, file with the SEC and furnish to the Company Shareholders 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; (ixvii) notify the Company Shareholders promptly Stockholders in writing within 2 days after it shall receive notice thereof; , of the date and time any Form S-3 and each post- post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (xviii) advise notify the Company Shareholders 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 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; and (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 all such documents proposed to be filed; (xi) deliver unlegended securities 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 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 (xii) upon execution and delivery of such confidentiality agreements as Parent shall reasonably request, make available for delivery 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 Parent's officers, directors and employees to supply all information reasonably requested by any such Company Stockholder, underwriter, attorney, accountant or agent in connection with closing an offering such Form S-3, all as necessary to conduct a reasonable investigation within the meaning of any registered securities pursuant to a registration effected pursuant to this AgreementSection 11 of the Securities Act.

Obligations of Parent. Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with the SEC a the Form S-3 in accordance with Section 2 hereof with respect to the shares of Registrable Securities and shall use commercially 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 of the Registrable Securities so registered or and (B) October , 2000the first anniversary of the Effective Time; (ii) furnish to each the Company Shareholder Stockholders 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 such the Company Shareholder 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 Form S-3 to remain effectivecurrent; (iii) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Form S-3 under the securities or blue sky laws of such jurisdictions as each the Company Shareholder 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), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders Stockholders 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 National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (viiv) notify the Company Shareholders 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; (viiivi) so long as the Form S-3 remains effective, promptly prepare, file and furnish to the Company Shareholders 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; (ixvii) notify the Company Shareholders Stockholders promptly after it shall receive notice thereof; , of the date and time any Form S-3 and each post- post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (xviii) 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 (ix) advise the Company Shareholders 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 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 (xi) deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a registration effected pursuant to this Agreement.