Common use of Securities and Exchange Clause in Contracts

Securities and Exchange. Commission that may at any time permit the Subscriber to sell Purchased Shares to the public without registration or pursuant to a registration on Form S-3, the Corporation covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, until the earlier of (A) the second anniversary of the Closing Date or (B) such date as all of the Purchased Shares shall have been resold by the Subscriber thereof; (ii) file with the SEC in a timely manner all reports and other documents required of the Corporation under the Securities Act and the Exchange Act; and (iii) furnish to the Subscriber upon request, as long as the Subscriber owns any Purchased Shares, (A) a written statement by the Corporation that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Corporation, and (C) such other information as may be reasonably requested in order to avail the Subscriber of any rule or regulation of the SEC that permits the selling of any such Purchased Shares without registration or pursuant to such Form S-3.