Certain Obligations of the Parties. The Seller covenants and agrees to provide to the Purchasers and the Company any and all documents which may be reasonably required in order to effectuate the transactions contemplated by this Agreement, including, without limitation, the opinion of counsel referenced in Section 2 above. The Company will use its reasonable best efforts to prepare and file with the Securities and Exchange Commission a registration statement, including the prospectus, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act, on Form S-1 (or on such other form appropriate for such purpose) (collectively, the “Registration Statement”) by the 30th day following the Closing Date covering the resale by the Purchasers of the Shares and naming the Purchasers as Selling Stockholders therein. Each Purchaser shall cooperate with the Company in providing any required or advisable information regarding such Purchaser for inclusion in the Registration Statement and shall be solely responsible for all such information provided by it for inclusion (and, pursuant to Section 9c. hereof, shall indemnify, defend and hold harmless the Company, its officers, directors employees, agents, affiliates and advisors from and against any and all costs and liabilities incurred by any of them arising from or relating to any untrue statement or omission of material facts relating to such Purchaser provided by or omitted by such Purchaser). The Company will use its reasonable best efforts to cause the Registration Statement be declared effective under the Securities Act as soon as possible but, in any event, no later than the 120th day following the Closing Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. For purposes hereof, “Effectiveness Period” shall mean the period commencing on the date on which the Registration Statement is first declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the earliest to occur of (a) the second anniversary of such Effective Date, (b) such time as all of the Shares covered by the Registration Statement have been publicly sold by the Purchasers pursuant to the Registration Statement, or (c) such time as all of the Shares covered by the Registration Statement may be sold by the Purchasers without volume restrictions pursuant to Rule 144 of the Securities Act, in each case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Purchasers. Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Shares pursuant to the Registration Statement. Each Purchaser covenants and agrees that it will comply with federal and state securities laws applicable to it in connection with sales of Shares pursuant to the Registration Statement.
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Certain Obligations of the Parties. The Seller covenants and agrees to provide to the Purchasers and the Company any and all documents which may be reasonably required in order to effectuate the transactions contemplated by this Agreement, including, without limitation, the opinion of counsel referenced in Section 2 above. The Company will use its reasonable best efforts to prepare and file with the Securities and Exchange Commission a registration statement, including the prospectus, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act, on Form S-1 S-3 (or on such other form appropriate for such purpose) (collectively, the “Registration Statement”) by the 30th 45th day following the Closing Date covering the resale by the Purchasers of the Shares and naming the Purchasers as Selling Stockholders therein. Each Purchaser shall cooperate with the Company in providing any required or advisable information regarding such Purchaser for inclusion in the Registration Statement and shall be solely responsible for all such information provided by it for inclusion (and, pursuant to Section 9c. hereof, shall indemnify, defend and hold harmless the Company, its officers, directors employees, agents, affiliates and advisors from and against any and all costs and liabilities incurred by any of them arising from or relating to any untrue statement or omission of material facts relating to such Purchaser provided by or omitted by such Purchaser). The Company will use its reasonable best efforts to cause the Registration Statement be declared effective under the Securities Act as soon as possible but, in any event, no later than the 120th day 120 days following the Closing Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. For purposes hereof, “Effectiveness Period” shall mean the period commencing on the date on which the Registration Statement is first declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the earliest to occur of (a) the second anniversary of such Effective Date, (b) such time as all of the Shares covered by the Registration Statement have been publicly sold by the Purchasers pursuant to the Registration Statement, or (c) such time as all of the Shares covered by the Registration Statement may be sold by the Purchasers without volume restrictions pursuant to Rule 144 of the Securities Act, in each case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Purchasers. Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Shares pursuant to the Registration Statement. Each Purchaser covenants and agrees that it will comply with federal and state securities laws applicable to it in connection with sales of Shares pursuant to the Registration Statement.
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Certain Obligations of the Parties. The Seller covenants and agrees to provide to the Purchasers and the Company any and all documents which may be reasonably required in order to effectuate the transactions contemplated by this Agreement, including, without limitation, the an opinion of counsel referenced in Section 2 aboveif required by the Company's transfer agent to transfer the Shares to the Purchasers. The Company will use its reasonable best efforts to prepare and file with the Securities and Exchange Commission a registration statement (or include such Shares in an existing registration statement through the use of an amendment to such registration statement), including the prospectus, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act, on Form S-1 (or on such other form appropriate for such purpose) (collectively, the “Registration Statement”) by the 30th day following the Closing Date covering the resale by the Purchasers of the Shares and naming the Purchasers as Selling Stockholders selling stockholders therein. Each Purchaser shall cooperate with the Company in providing any required or advisable information regarding such Purchaser for inclusion in the Registration Statement and shall be solely responsible for all such information provided by it for inclusion (and, pursuant to Section 9c. hereof, shall indemnify, defend and hold harmless the Company, its officers, directors employees, agents, affiliates and advisors from and against any and all costs and liabilities incurred by any of them arising from or relating to any untrue statement or omission of material facts relating to such Purchaser provided by or omitted by such Purchaser)inclusion. The Company will use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the 120th day following the Closing Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. For purposes hereof, “Effectiveness Period” shall mean the period commencing on the date on which the Registration Statement is first declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the earliest to occur of (a) the second anniversary of such Effective Date, (b) such time as all of the Shares covered by the Registration Statement have been publicly sold by the Purchasers pursuant to the Registration Statement, or (c) such time as all of the Shares covered by the Registration Statement may be sold by the Purchasers without volume restrictions pursuant to Rule 144 of the Securities Act, in each case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Purchasers. Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with such Purchaser's sales of Shares pursuant to the Registration Statement. Each Purchaser covenants and agrees that it will comply with federal and state securities laws applicable to it in connection with such Purchaser's sales of Shares pursuant to the Registration Statement.
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