Common use of Preparation; Reasonable Investigation Clause in Contracts

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement Registration Statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Holders on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued a report on its financial statements as shall be reasonably necessary, in the opinion of such holders' Holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementParticipating Holders, their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementparticipating Holders, their underwriters, if any, and their respective counsel counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holdersthe participating Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of review and comment upon such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementcovering Option Securities, the Company will give the holders Holder or Holders of Registrable Option Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its the Company's books and records and such opportunities to discuss the business of the Company with its officers offices and the independent public accountants accounts who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. (a) In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementthese Registration Rights Provisions, the Company will shall give the holders each Holder of Registrable Securities Common Stock registered under such registration statement, their underwritersthe underwriter, if any, and their its respective counsel and accountants, accountants the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such reasonable access to its books and records and such reasonable opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of any such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under on whose behalf such registration statementRegistrable Securities are to be so registered, and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- ----------------------------------------- preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Restricted Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Restricted Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of to them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will shall give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, counsel to such underwriters and their respective counsel and accountants, referred to in clause (c) of Section 3 the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such counsel access to the financial and other records, pertinent corporate documents and properties of the Company and its books subsidiaries and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements in each case as shall be necessary, in the opinion of such holders' and reasonably requested by such underwriters' respective counsel, counsel to conduct a reasonable investigation within the meaning such underwriters, accountants, agents and counsel for holders of the Registrable Securities Actin connection with such registration statement.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementthe provisions hereof, the Company will give the holders of Holder whose Registrable Securities registered under are to be included in such registration statement, their underwriters, if any, statement and their respective one counsel or firm of counsel and accountants, one accountant or firm of accountants representing such Holder the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them the Holder such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective the Holder's counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Childs Representative on behalf of the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementWarrant, the Company Issuer will give the holders Holders of Registrable Securities registered under such registration statement, their the underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company Issuer with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders, and such underwriters' , respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will shall give the holders of Registrable Securities registered under such registration statementselling Holders, their underwriters, if any, and their respective counsel and accountants, the a reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement theretothereto (other than documents filed under the Exchange Act and incorporated by reference therein), and will shall give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, necessary in the opinion of such holders' Holders’ and such underwriters' underwiters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementcovering Registrable Securities, the Company will give the holder or holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its the Company's books and records and such opportunities to discuss the business of the Company with its officers offices and the independent public accountants accounts who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementstatement (or the holders of Warrants therefor), their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with ---------------------------------------------------- the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Reorganized Company will give the holders of Registrable Securities registered under such registration statementRegistering Stockholders, their underwriters, if any, and their respective counsel counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Reorganized Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holders' the Registering Stockholders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the Investor Counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holder's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with cause its officers officers, directors, employees and the independent public accountants who have certified issued audit reports on its financial statements to supply all information as shall be necessary, in the opinion of such holders' and such underwriters' respective counselcounsel or accountant, to conduct a reasonable investigation within the meaning of the Securities Actin connection with such registration statement.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementRegistering Forstmann Little Partnerships, their underwriters, if any, and their respective counsel counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holders' the Registering Forstmann Little Partnerships and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will shall give the holders of Substantial Holders who hold Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the Investor Counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holder's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. (a) In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementthese Registration Rights Provisions, the Company will shall give the holders each Holder of Registrable Securities Common Stock registered under such registration statement, their underwritersthe underwriter, if any, and their its respective counsel and accountants, accountants the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such reasonable access to its books and records and such reasonable opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of any such holders' Holders’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them any such underwriters and their counsel such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective ’ counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' * and such underwriters' * respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under covered by such registration statement, their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records records, and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its the Company's financial statements statements, as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will shall give the holders of Registrable Securities on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued a report on its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will shall give the underwriters, counsel to such underwriters, accountants, agents and counsel for holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such counsel access to the financial and other records, pertinent corporate documents and properties of the Company and its books subsidiaries and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements in each case as shall be necessary, in the opinion of such holders' and reasonably requested by such underwriters' respective counsel, counsel to conduct a reasonable investigation within the meaning such underwriters, accountants, agents and counsel for holders of the Registrable Securities Actin connection with such registration statement.

Preparation; Reasonable Investigation. In connection ------------------------------------- with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, statement and their respective counsel counsel, underwriters and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its Subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwritersunderwriters or agents, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers directors, officers, legal counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.such

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement theretothere to, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration or qualification statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementCorporation shall allow a Rightsholder, their its or his underwriters, if any, and their respective counsel and accountants, at such Rightsholder's sole cost, the opportunity to participate in the preparation of such registration or qualification statement, each prospectus included therein or filed with the CommissionSEC, and each amendment thereof or supplement thereto, and will shall give each of them such access to its books and records and such opportunities to discuss the business and affairs of the Company Corporation with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Rightsholder's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountantscounsel, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and and, subject to the execution of confidentiality agreements, will give each of them the holders such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access during normal business hours to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company Parent will give the holders of Registrable Securities registered under such registration statementRegistering Forstmann Little Partnerships, their underwriters, if any, and their respective counsel counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company Parent with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holders' the Registering Forstmann Little Partnerships and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to an underwritten offering under Section 2.1 of this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementPurchaser, their its underwriters, if any, and their respective counsel its counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the CommissionSEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holders' the Purchaser and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.such

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementTrustee, the Participating Holders and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each the registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, statement and their respective counsel counsel, underwriters and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its Subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under covered by such registration statement, their its underwriters, if any, and their respective counsel its counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holders' Holder and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statementRegistration Statement, their underwriters, if any, and their respective counsel and accountants, the opportunity prior to participate in the preparation of filing to review such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement theretothere to, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct con- duct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Restricted Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct con- duct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their the underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' , and such underwriters' , respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- ------------------------------------------ preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Restricted Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of to them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their Stockholder and underwriters, if any, and their respective counsel counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them as shall be necessarynecessary or appropriate, in the opinion of such holdersholder(s)' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwritersthe underwriters and qualified independent underwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books financial and other records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with ------------------------------------- the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Restricted Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with ------------------------------------- the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access during normal business hours to its books books, records, and records properties, and such opportunities to discuss cause the business of the Company with its officers Company's officers, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of to supply all information reasonably requested by such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with -------------------------------------- the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access during normal business hours to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementany Registration Statement, the Company will give the holders Holders of Registrable Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate at their own expense in the preparation of such registration statementthe Registration Statement, each prospectus Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be reasonably necessary, in the opinion of such holders' Holders and such underwriters' underwriter's respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each such registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Selling Stockholders on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, the reasonable opportunity to participate in the preparation of review and comment upon such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities reasonable opportunity to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.. Notwithstanding anything herein to the contrary, the Company shall have the sole right to determine

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their the underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement the Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Securities registered under such registration statementthe Registration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate at their own expense in the preparation of such registration statementthe Registration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be reasonably necessary, in the opinion of such holders' Holders and such underwriters' underwriter's respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access during normal business hours to its books books, records, and records properties, and such opportunities to discuss cause the business of the Company with its officers Company's officers, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of to supply all information reasonably requested by such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Designated Holder, underwriters for the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Designated Holder's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the CommissionSEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under covered by such registration statement, their its underwriters, if any, and their respective counsel its counsel, accountants and accountants, other representatives and agents the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements statements, and supply all other information reasonably requested by each of them, as shall be necessarynecessary or appropriate, in the opinion of such holders' Holder and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their the underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. (a) In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementthese Registration Rights Provisions, the Company will shall give the holders each Holder of Registrable Securities Shares registered under such registration statement, their underwritersthe underwriter, if any, and their its respective counsel and accountants, accountants the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will shall give each of them such reasonable access to its books and records and such reasonable opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of any such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Holders on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, each Requesting Holder, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of review and comment upon such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. (a) In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective inside counsel and accountantsone special counsel and accounting firm for all such holders, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. (a) In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective one counsel and accountants, selected by such holders the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the CommissionSEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with ------------------------------------- the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, statement and their respective counsel counsel, underwriters and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its Subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreementcovering Registrable Securities, the Company will give the holder or holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its the Company’s books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with ------------------------------------- the ------------------------------------- preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of such Registrable Securities so to be registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Securities and Exchange Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued audit reports on its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- ---------------------------------------- preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders Holders of Registrable Restricted Securities registered under such registration statementRegistration Statement, their underwritersunderwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of to them such access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.