Common use of Obligations of the Selling Shareholders Clause in Contracts

Obligations of the Selling Shareholders. When ever the Company is required hereunder to register any Registrable Shares, the Selling Shareholders shall furnish the Company, in writing, all information and covenants concerning the Selling Shareholders and the proposed methods of sale or other disposition of the Registrable Shares as the Company, any underwriter, the SEC and/or any state or other regulatory authority may request. The Selling Shareholders will cooperate with the Company and use reasonable efforts to assist the Company in the preparation and filing of the registration statement and all other necessary documentation and to obtain all permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to effect the registration. The Selling Shareholders agree to execute, deliver and/or file with or supply to the Company, any underwriter, the SEC and/or any state or other regulatory authority such additional information as is necessary to carry out the provisions hereof or to effect the registration or qualification of the shares under applicable securities laws and regulations of any jurisdiction and such information as the Company may reasonably require to ensure that the transfer or disposition of the registered shares is not in violation of any applicable securities laws. The Selling Shareholders further agree to furnish to the Company, not later than every thirty (30) days after the date of effectiveness of the registration statement, a report of the number of registered shares sold during such thirty (30) day period and to cancel any orders to sell and/or to reverse any sales of registered shares which orders and/or sales, in the Company's opinion, based upon the opinion of legal counsel experienced in securities law matters were effected in violation of applicable federal or state securities laws. The Company will notify each Selling Shareholder of any shares covered by such registration statement, (i) at any time when a prospectus relating thereto is required to be delivered under applicable securities laws, (ii) of the happening of any event as a result of which the prospectus included in such registration statement as then in effect includes an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, or (iii) of any other occurrence which, under applicable securities laws, requires the prospectus to be revised or updated, and upon receipt of such notice and until a supplemental or amended prospectus is available, each Selling Shareholder will cease to offer or sell any shares covered by the registration statement and will return all copies of the prospectus to the Company if requested to do so by the Company and will not sell any of the shares until provided with a current prospectus and notice from the Company that it may resume its selling effort.

Obligations of the Selling Shareholders. When ever In connection with the Company is required hereunder to register any registration of the Registrable SharesSecurities, the Selling Shareholders shall have the following obligations: Section 4.1. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Selling Shareholder that such Selling Shareholder shall furnish to the CompanyCompany such information regarding itself, in writing, all information and covenants concerning the Selling Shareholders Registrable Securities held by it and the proposed methods intended method of sale or other disposition of the Registrable Shares Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company, any underwriterCompany may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the SEC and/or any state or other regulatory authority may requestCompany shall notify each Selling Shareholder of the information the Company requires from each such Selling Shareholder. Section 4.2. The Each Selling Shareholders will Shareholder, by such Selling Shareholder's acceptance of the Registrable Securities, agrees to cooperate with the Company and use reasonable efforts to assist as reasonably requested by the Company in connection with the preparation and filing of the registration statement and all other necessary documentation and to obtain all permitsRegistration Statement hereunder, consents, approvals and authorizations of all third parties and governmental bodies necessary to effect the registration. The unless such Selling Shareholders agree to execute, deliver and/or file with or supply to the Company, any underwriter, the SEC and/or any state or other regulatory authority such additional information as is necessary to carry out the provisions hereof or to effect the registration or qualification of the shares under applicable securities laws and regulations of any jurisdiction and such information as Shareholder has notified the Company may in writing of such Selling Shareholder's election to exclude all of such Selling Shareholder's Registrable Securities from the Registration Statement. Section 4.3. If the services of an underwriter are engaged, each Selling Shareholder agrees to enter into and perform such Selling Shareholder's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably require required in order to ensure that expedite or facilitate the transfer or disposition of the registered shares is not Registrable Securities, unless such Selling Shareholder has notified the Company in violation writing of such Selling Shareholder's election to exclude all of such Selling Shareholder's Registrable Securities from such Registration Statement. Section 4.4. Each Selling Shareholder agrees that, upon receipt of any applicable securities laws. The Selling Shareholders further agree to furnish to notice from the Company, not later than every thirty (30) days after the date of effectiveness of the registration statement, a report of the number of registered shares sold during such thirty (30) day period and to cancel any orders to sell and/or to reverse any sales of registered shares which orders and/or sales, in the Company's opinion, based upon the opinion of legal counsel experienced in securities law matters were effected in violation of applicable federal or state securities laws. The Company will notify each Selling Shareholder of any shares covered by such registration statement, (i) at any time when a prospectus relating thereto is required to be delivered under applicable securities laws, (ii) of the happening of any event as a result of which the kind described in Section 3.6 or 3.7, such Selling Shareholder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Selling Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or 3.7 and, if so directed by the Company, such Selling Shareholder shall deliver to the Company or destroy all copies in such Selling Shareholder's possession, of the prospectus included covering such Registrable Securities current at the time of receipt of such notice. Section 4.5. No Selling Shareholder may participate in any underwritten registration hereunder unless such registration statement as then Selling Shareholder (i) agrees to sell such Selling Shareholder's Registrable Securities on the basis provided in effect includes an untrue statement any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of material fact or omits to state any material fact attorney, indemnities, underwriting agreements and other documents reasonably required to be stated therein or necessary to make under the statements therein not misleading in the light terms of the circumstances then existingsuch underwriting arrangements, or and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any other occurrence which, under applicable securities laws, requires the prospectus to be revised or updated, and upon receipt expenses in excess of such notice and until a supplemental or amended prospectus is available, each Selling Shareholder will cease to offer or sell any shares covered by the registration statement and will return all copies of the prospectus to the Company if requested to do so those payable by the Company pursuant to Section 5 below. Section 4.6. The Selling Shareholder shall comply with all applicable laws related to a Registration Statement and will not sell any offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including without limitation the shares until provided with a current prospectus 1933 Act and notice from the Company that it may resume its selling effort1934 Act (as defined below) and the rules and regulations promulgated by the SEC).