Common use of Continuous Offering Clause in Contracts

Continuous Offering. If the Company intends to effect a Continuous ------------------- Offering, the Company will give written notice thereof to Imperial and include in such Offering all of the Imperial Shares which Imperial elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if Imperial desires to sell Imperial Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) days of receipt of notice of a proposed sale by Imperial, the Company will advise Imperial either that it has no objection to such sale or that such sale should be delayed for up to sixty (60) days, on the basis that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time. If the Company has not objected to such proposed sale as permitted in this subparagraph (b) within such fifteen (15) day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.

Continuous Offering. If the Company intends to effect a Continuous ------------------- Offering, the Company will give written notice thereof to Imperial and include in such Offering all of the Imperial Shares which Imperial elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if Imperial desires to sell Imperial Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) days of receipt of notice of a proposed sale by Imperial, the Company will advise Imperial either that it has no objection to of such a registered sale or that such a registered sale should be delayed for up to sixty (60) daysfour months, on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. If the Company has not objected to such proposed registered sale as permitted in this subparagraph (b) within such fifteen (15) day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.

Continuous Offering. If the Company intends to effect a Continuous ------------------- Offering, the Company will give written notice thereof to Imperial and include in such Offering all of the Imperial Shares which Imperial elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if Imperial desires to sell Imperial Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) days of receipt of notice of a proposed sale by Imperial, the Company will advise Imperial either that it has no objection to of such sale or that such sale should be delayed for up to sixty (60) daysfour months, on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. If the Company has not objected to such proposed sale as permitted in this subparagraph (b) within such fifteen (15) day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.