Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor (or, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and their Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference)thereto, the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, copies of all such documents proposed to be filed (including documents incorporated by reference)filed, which documents will be subject to the review of such Holders and their Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan plan of Distribution substantially distribution reasonably agreed upon by the parties hereto, in the form of Exhibit EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Holders), and cause the Registration Statement to become effective and remain effective as provided herein; providedPROVIDED, howeverHOWEVER, that not less than three five (35) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders Holders, their counsel and their Special Counselany managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders Holders, their counsel and their Special Counselsuch managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders of a majority of the Registrable Securities, their counsel or their Special Counsel any managing underwriters shall reasonably objectobject within three (3) Business Days after receipt of copies of any such documents, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission (i) on or prior to the Filing Date a Registration Statement on Form S-3 or its successor (or, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3Date, the Initial Registration Statement shall be made on Form S-1 or its successor form) (Statement, as amended, which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the Initial Registration Statement to become effective and remain effective as provided hereinherein or (ii) as expeditiously as possible in connection with an Underwritten Offering, a Registration Statement covering the amount of Registrable Securities determined pursuant to Section 2(b) hereof, and cause such Registration Statement to become effective and remain effective for up to 120 days or, if earlier, until the Holders have completed the distribution related thereto; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Initial Registration Statement, any subsequent Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) use its best efforts to cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or of a majority of the Registrable Securities, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) use its best efforts to cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or of a majority of the Registrable Securities, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel, provided, however, that such shall not form the basis for penalties under Section 2(d) hereof. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by the Majority Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; providedPROVIDED, howeverHOWEVER, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel, which shall not be the subject of any Registration Delay Payment. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in --------- connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority- in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) Business Days -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holders beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference)thereto, the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, copies of all such documents proposed to be filed (including documents incorporated by reference)filed, which documents will be subject to the review of such Holders and their Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file -------------------------------------- with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 F-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement F-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, --------- unless in connection with an Underwritten Offering) or, in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts a majority of the Registrable Securities to be covered by such Registration Statement), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, any managing underwriter copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and their Special Counselany managing underwriter, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders Lead Investor or their Special Counsel any managing underwriter shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in --------- connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority- in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to -------- ------- the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or of a majority of the Registrable Securities, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel; provided, however, any failure of the Company to file such a Registration Statement or amendment or to request acceleration following an objection by any such person should not constitute a breach of the Company's obligation under this Agreement or cause the imposition of any penalties set forth herein. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which form)(which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by the holders of a majority of the Registrable Securities to be covered by such Registration Statement), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and their Special Counselfor review, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably objectobject within three (3) business days after any such document is so furnished, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' ’ beneficial ownership of securities of the Company or the Holders' ’ intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor formanother appropriate form in accordance herewith) (which shall include a Plan of Distribution substantially in the form of Exhibit EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering), and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; providedPROVIDED, howeverHOWEVER, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference, except to the extent that such documents are otherwise available on XXXXX), the Company shall, if reasonably practicable (i) practicable, furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), except to the extent that such documents are otherwise available on XXXXX) which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters. Such Registration Statement shall comply with the applicable requirements of Form S-3, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within , the Registration Statement Exchange Act and the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholdersrules and regulations thereunder. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel and any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel (an "Objection"). The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement such registration shall be made on Form S-1 or its successor form) (another appropriate form in accordance herewith, which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with a Piggyback Registration), or such other form agreed to by the Company and use best --------- efforts to by the Majority Holders, and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three five (35) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable practicable: (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special Counsel, Counsel and such managing underwriters and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder’s beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement such registration shall be made on Form S-1 or its successor form) (another appropriate form in accordance herewith, which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable practicable: (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special Counsel, Counsel and such managing underwriters and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.