Common use of Registration Statement on Form S-3 Clause in Contracts

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below.

Registration Statement on Form S-3. For use in the sale of up to 25 percent (a25%) As soon as reasonably practicable after of the ClosingShares (the "UNRESTRICTED SHARES"), but in any event on or before December 31, 2000within 30 days of the Issue Date, the Purchaser shall Company will prepare and file with the SEC Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause such Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SECSEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, and (iii) maintain following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement until (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the earlier Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of (A) the date two (2) years any notice from the date Company of effectiveness of the Registration Statementa Suspension Period, or (B) the sale of all of the Registrable Securities Holder will not sell any Unrestricted Shares pursuant to the Registration StatementStatement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Purchaser further agrees that it Company will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its reasonable best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except ensure that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part use of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred resumed as the result of which any such prospectus or any other prospectus or prospectus supplement soon as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) belowreasonably practicable.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after Within sixty (60) days following the ClosingClosing Date, but in any event on or before December 31, 2000, the Purchaser shall Parent will prepare and file with the SEC a Registration Statement registration statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement S-3 ("S-3 Registration Statement") to register registering the Parent Common Stock issued in the Merger for resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser former Company Shareholders and shall use its best efforts to (i) have the S-3 Registration Statement declared effective by as soon as practical thereafter. Parent will keep the SECS-3 Registration Statement effective for up to one year following the Closing Date, (ii) thereafter or, if earlier, until the former Company Shareholders have completed the distribution related thereto. Parent shall prepare and file, as file with the Purchaser shall determine may be required under the 1933 Act SEC such amendments and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the S-3 Registration Statement or a post-effective amendment or amendments to and the prospectus used in connection with such S-3 Registration Statement and, as may be necessary to comply with the provisions of the Securities Act with respect to any post-effective amendment, cause such post-effective amendment to be declared effective the disposition of all securities covered by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the S-3 Registration Statement. The Purchaser further agrees that it will (1) Parent shall furnish to the Founding Stockholders former Company Shareholders such reasonable number of copies of a prospectus in conformity with the Registration Statementrequirements of the Securities Act, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders they may reasonably request in order to facilitate the public offering disposition of the Registrable Securities, Parent Common Stock owned by them. Parent shall notify each former Company Shareholder by written notice to the address to which the letter of transmittal was sent pursuant to Section 1.9 (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request unless Parent is notified in writing within twenty (20of a different address for a shareholder) days following the original filing of the Registration Statement, except that the Purchaser shall not for at any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the 1933 Act, Securities Act of the happening of any event shall have occurred as the a result of which any such the prospectus or any other prospectus or prospectus supplement included in the S-3 Registration Statement as then in effect would include effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in which they were made, then existing. Parent shall not misleading, and (7) advise be required to effect the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the S-3 Registration Statement or the initiation any required amendment thereto or threatening of any proceeding request for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing acceleration of the Effective Date thereof if Parent shall furnish to the Insider Shareholders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to Parent for such S-3 Registration Statement and agrees to provide be effected at such time, in which event Parent shall have the Purchaser with all information required right to defer filing or causing the registration statement to be declared effective for a period of not more than 90 days in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) belowaggregate from the date of the certification.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after If requested by the Company in writing prior to Closing, but in any event on or before December 31then within the later of (i) 15 Business Days following such written request and (ii) the second Business Day following the Closing Date, 2000, the Purchaser Parent shall prepare and file with the SEC a Registration Statement resale registration statement on Form S-3, any successor short-S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement"that Parent may then be eligible to use) in order to register with the SEC the resale by the Founding Stockholders Company Shareholders, from time to time, of the "Registrable Securities" under shares of Parent Common Stock issued to them hereunder (including such shares deposited in the 1933 Act Escrow Fund) (as defined the “Relevant Shares”) on the NYSE or the facilities of any national securities exchange on which the Parent Common Stock are then traded, or in Paragraph privately negotiated transactions (e) belowa “Registration Statement”). After the Parent shall use commercially reasonable efforts to cause such Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective as soon as reasonably practicable thereafter and maintain the Registration Statement effective for a period that will terminate upon the earlier of (i) thirty (30) months following the Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all shares of Parent Common Stock covered by the SECRegistration Statement are sold (such time frame, and as extended from time to time, shall be referred to herein as the “Effective Period”). Following the later of (iiii) maintain the effectiveness of the Registration Statement until the earlier of and (Aii) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it day which is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, six (6) prepare and promptly file with months following the SEC and promptly notify Closing Date (such date, the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if“Start Date”), Parent may, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Actany time, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending suspend the effectiveness of the Registration Statement for up to an aggregate of 60 days, as appropriate (a “Suspension Period”), by giving notice to the Company Shareholders, if Parent shall have determined that Parent may be required to disclose any material corporate development or as otherwise required by applicable U.S. securities Laws. Notwithstanding the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent foregoing, Parent may not suspend the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing effectiveness of the Registration Statement more than two times during any twelve-month period following the Start Date, subject to applicable U.S. securities Laws. Parent shall inform each Company Shareholder of any such Suspension Period and agrees will instruct such Company Shareholders (and by executing this Agreement each Company Shareholder agrees) not to provide sell any Relevant Shares pursuant to the Purchaser with all information required Registration Statement until (a) such Person is advised in connection therewith writing by Parent that the use of the Registration Statement may be resumed, or (b) such Person has received copies of any additional or supplemental or amended prospectus, if applicable, or (c) such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in a timely manner and to comply with the procedures specified in Section 6.2(b) belowsuch prospectus.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the ClosingClosing (but without obligation to do so earlier than September 11, but in any event on or before December 311998), 2000, the Purchaser BVI shall file with the SEC a Registration Statement on Form S-3, S-3 or any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement SEC ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" Securities under the 1933 Act (as defined in Paragraph (e) below)Act. After the Registration Statement is filed, the Purchaser BVI shall use its reasonable best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser BVI shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser BVI further agrees that it will (1i) furnish to the Founding Stockholders and to the underwriters of the Registrable Securities, if any, such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, Securities (2ii) use its reasonable best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder Stockholders may reasonably request in writing within twenty (20) 20 days following the original filing of the Registration Statement, except that the Purchaser BVI shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3iii) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4iv) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5v) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaserthe Stockholders (and concurred in by counsel for BVI), is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6vi) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 1993 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7vii) advise the Founding Stockholders, promptly after Purchaser BVI shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser BVI necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser Company with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b7.6(b) below.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall The Acquiror will file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("“Registration Statement"”) on Form S-3 (so long as the Acquiror is then eligible to register use such form) with respect to the resale by the Founding Stockholders of the "Registrable Securities" under shares of Initial Stock Consideration within thirty (30) days following the 1933 Act Closing Date and within thirty (as defined in Paragraph (e30) below). After days of the Registration Statement is filedpayment of any Earn-Out Stock Consideration with respect thereto, the Purchaser shall and will use its best efforts to (i) have the cause such Registration Statement to be declared effective by the SEC, SEC as soon as practicable thereafter and (ii) thereafter prepare keep such registration statement effective for a period of up to two (2) years following the effectiveness of such registration statement or, if earlier, until the distribution contemplated in the registration statement has been completed. The Acquiror shall pay the legal fees for its own counsel, and filethe documented and reasonable fees and expenses of one counsel for the Selling Stockholders not to exceed (i) $35,000 in the aggregate in connection with the initial Registration Statement and (ii) $10,000 in the aggregate in connection with each subsequent Registration Statement, as well as the Purchaser filing fees associated with such Registration Statement, but the holders of Target Capital Stock (as used in this Section 5.14, each a “Selling Stockholder” and together, the “Selling Stockholders”) shall determine may pay any underwriting discounts or commissions associated with sales of shares pursuant to the registration statement. The Acquiror’s obligations to include any particular Selling Stockholder in such Registration Statement pursuant to this Section 5.14 shall be conditioned upon receipt from such Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under 43 the 1933 Securities Act and the applicable rules and regulations thereunder, a prospectus supplement or supplements . The Acquiror may by written notice to the prospectus Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement if the Acquiror’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the stockholders of the Acquiror to suspend the use of the Registration Statement. Upon receipt of such notice, the Selling Stockholders shall immediately discontinue any sales under the Registration Statement until advised in writing by the Acquiror that such Registration Statement may again be used. The Selling Stockholders severally, and not jointly, shall indemnify and hold harmless the Acquiror, each of its directors, each of its officers who sign the Registration Statement and each person, if any, who controls the Acquiror within the meaning of the Securities Act, against any Damages (as hereinafter defined) to which such indemnified persons become subject under the Securities Act or the Exchange Act or any other federal or state statutory law or regulation insofar as such Damages arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or a post-effective amendment the prospectus contained therein or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement thereto, or the omission or alleged omission to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when state therein a prospectus relating to such securities is material fact required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus stated therein or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading, in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and (7) advise in conformity with the Founding Stockholders, promptly after Purchaser shall receive notice written information furnished to the Acquiror by or obtain knowledge thereof, on behalf of such Selling Stockholder for the issuance express purpose of any stop order by the SEC suspending the effectiveness of the inclusion in such Registration Statement or the initiation prospectus contained therein or threatening of any proceeding for that purpose and promptly use its best efforts amendment or supplement thereto. In addition to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate foregoing, the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below.Acquiror shall, as expeditiously as reasonably possible: