Common use of Procedure if Material Facts are Clause in Contracts

Procedure if Material Facts are. Reasonably Believed to be Untrue or are Omitted. In the event after such consultation the Investor or the Investor's counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and the Company, after a request from the Investor, has failed to promptly provide reasonable information indicating that the Registration Statement is in fact complete, accurate and current, then (a) the Company shall promptly file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, or (b) if the Company disputes the existence of any such material misstatement or omission, (i) the Company's independent counsel (who is a member of a law firm having at least 5 attorneys) shall provide the Investor's counsel with a Registration Opinion, at the Company’s expense, and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company shall promptly cause its independent auditors to provide to the Company a letter (“Agreed Upon Procedures Report”) outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall promptly provide the Investor with a copy of such letter.

Procedure if Material Facts are. Reasonably Believed to be Untrue or are Omitted. In the event after such consultation the Investor or the Investor's counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and the Company, after a request from the Investor, has failed to promptly provide reasonable information indicating that that the Registration Statement is in fact complete, accurate and current, then (a) the Company shall promptly file with the SEC an amendment to the Registration Statement responsive to such alleged untrue material statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, or (b) if the Company disputes the existence of any such material misstatement or omission, (i) the Company's independent counsel (who is either a member of the SRK Law Offices, or is a member of a another law firm having at least 5 20 attorneys) shall provide the Investor's counsel with a Registration Opinion, at the Company’s expense, and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company shall promptly cause its independent auditors to provide to the Company a letter (“Agreed Upon Procedures Report”) outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall promptly provide the Investor with a copy of such letter. If the Company has failed to deliver or cause to be delivered such Registration Opinion and such Agreement Upon Procedures Report within two (2) Business Days of such request, then a Put Interruption Event shall be deemed to have occurred until such items are delivered to the Investor.

Procedure if Material Facts are. Reasonably Believed to be Untrue or are Omitted. In the event after such consultation with the Company or its counsel, the Investor or the Investor's counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and the Company, after a request from the Investor, has failed to promptly provide reasonable information indicating that that the Registration Statement is in fact complete, accurate and current, then (a) the Company shall promptly file with the SEC an amendment to the Registration Statement or, if permitted by law, a supplement to the then-current Prospectus or Prospectus Supplement, responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related ProspectusProspectus or Prospectus Supplement, as so amendedamended or modified, or (b) if the Company disputes the existence of any such material misstatement or omission, (i) the Company's independent counsel with an outside law firm (who is a member of a law firm having at least 5 attorneysan Authorized Law Firm when required under the terms hereof) shall provide the Investor's counsel with a Registration Opinion, at the Company’s expense, and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company shall promptly cause its independent auditors Authorized Auditor to provide to the Company Investor a letter (“Agreed Upon Procedures Report”) Bring Down Cold Comfort Letter outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall promptly provide the Investor with a copy of such letter.

Procedure if Material Facts are. Reasonably Believed to be Untrue or are Omitted. In the event after such consultation the Investor or the Investor's counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and the Company, after a request from the Investor, has failed to promptly provide reasonable information indicating that that the Registration Statement is in fact complete, accurate and current, then (a) the Company shall promptly file with the SEC an amendment to the Registration Statement or, if permitted by law, a supplement to the then-current Prospectus or Prospectus Supplement, responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related ProspectusProspectus or Prospectus Supplement, as so modified or amended, or (b) if the Company disputes the existence of any such material misstatement or omission, (i) the Company's independent counsel (who is a member of a law firm having at least 5 attorneysshall be an Authorized Law Firm when required hereunder) shall provide the Investor's counsel with a Registration Opinion, at the Company’s expense, and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company shall promptly cause its independent auditors to provide to the Company a letter (“Agreed Upon Procedures Report”) Bring Down Cold Comfort Letter outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall promptly provide the Investor with a copy of such letter.

Procedure if Material Facts are. Reasonably Believed to be Untrue or are Omitted. In the event after such consultation the Investor or the Investor's counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and the Company, after a request from the Investor, has failed to promptly provide reasonable information indicating that that the Registration Statement is in fact complete, accurate and current, then (a) the Company shall promptly file with the SEC an amendment to the Registration Statement or, if permitted by law, a supplement to the then-current Prospectus or Prospectus Supplement, responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable, with copies of the Registration Statement and related ProspectusProspectus or Prospectus Supplement, as so amendedamended or modified, or (b) if the Company disputes the existence of any such material misstatement or omission, (i) the Company's independent counsel (who is a member of a law firm having at least 5 attorneysan Authorized Law Firm) shall provide the Investor's counsel with a Registration Opinion, at the Company’s expense, and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company shall promptly cause its independent auditors Authorized Auditor to provide to the Company a letter (“Agreed Upon Procedures Report”) Bring Down Cold Comfort Letter outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall promptly provide the Investor with a copy of such letter.