Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor (or, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and their Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare (i) As promptly as practicable after the Signing Date, the Parties shall prepare, and Perception shall file with the ------------------------------------- Commission SEC, a registration statement on Form F-4 (as amended or prior supplemented from time to time, and including the Proxy Statement, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Filing Date a Registration Statement on Form S-3 Perception Shareholders’ Meeting to approve and adopt: (a) the Perception Reorganization, (b) this Agreement, the Ancillary Documents, and the Business Combination, (c) such other matters as the Parties shall collectively determine to be necessary or appropriate in order to effect the Business Combination and the other transactions contemplated by this Agreement, the Ancillary Documents or as may be required by applicable law, (d) any other proposals as the SEC (or staff member) may indicate are necessary in its successor (or, if the Company is not then eligible comments to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor formcorrespondence, and (e) (which shall include a Plan the adjournment of Distribution substantially Perception Shareholders’ Meeting, if necessary or desirable in the form reasonable determination of Exhibit A annexed heretoPerception (the proposals described in foregoing clauses (a) through (e), and collectively, the “Transaction Proposals”). (ii) The Parties shall each use best --------- its commercially reasonable efforts to (a) cause the Registration Statement when filed each with the SEC to comply in all material respects with all Laws applicable and rules and regulations promulgated by the SEC, (b) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (c) cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicable and remain (d) keep the Registration Statement effective as provided herein; provided, however, that not less than three (3) -------- ------- long as is necessary to consummate the Business Days prior to Combination. Before the filing effective date of the Registration Statement Statement, the Parties shall take all or any related Prospectus action required under any applicable federal or state securities Laws in connection with the issuance of Perception Class A Ordinary Shares pursuant to this Agreement. Each of the Parties also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Business Combination, and BGHL and Perception shall furnish all information concerning BGHL and its Subsidiaries (in the case of BGHL) or Perception and Perception Merger Sub (in the case of Perception) and any amendment of their respective members or supplement thereto shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Registration Statement, Perception shall mail (including any document that would or cause to be incorporated therein by reference), mailed) the Company shall, if reasonably practicable (i) Registration Statement to the Perception Shareholders. Each of the Parties shall furnish to the Holders and their Special Counselother Parties all information concerning itself, copies of all such documents proposed to be filed (including documents incorporated by reference)its Subsidiaries, which documents will be subject to the review of such Holders and their Special Counselofficers, directors, managers, shareholders, and (ii) cause its officers other equityholders and directors, counsel and independent certified public accountants to respond to information regarding such inquiries other matters as shall may be necessary, reasonably necessary or advisable or as may be reasonably requested in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within connection with the Registration Statement the distributionStatement, issuance or resale of any of its or any other securitiesstatement, on its own behalf filing, notice or application made by or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders Parties or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information respective Affiliates to any regulatory authority in connection with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the HoldersBusiness Combination.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement such registration shall be made on Form S-1 or its successor form) (another appropriate form in accordance herewith, which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with a Piggyback Registration), or such other form agreed to by the Company and use best --------- efforts to by the Majority Holders, and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three five (35) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable practicable: (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special Counsel, Counsel and such managing underwriters and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder’s beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holders beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by the Majority Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; providedPROVIDED, howeverHOWEVER, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel, which shall not be the subject of any Registration Delay Payment. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in --------- connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority- in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to -------- ------- the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or of a majority of the Registrable Securities, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel; provided, however, any failure of the Company to file such a Registration Statement or amendment or to request acceleration following an objection by any such person should not constitute a breach of the Company's obligation under this Agreement or cause the imposition of any penalties set forth herein. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file -------------------------------------- with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 F-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement F-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, --------- unless in connection with an Underwritten Offering) or, in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts a majority of the Registrable Securities to be covered by such Registration Statement), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, any managing underwriter copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and their Special Counselany managing underwriter, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders Lead Investor or their Special Counsel any managing underwriter shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in --------- connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority- in-interest of Holders of Registrable Securities to be covered by such Registration Statement) (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) Business Days -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare If and whenever the Company is required to use its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company will, subject to the provisions of Section 3(a), as expeditiously as possible: (i) prepare and file with the ------------------------------------- Commission on SEC within 60 days (or prior as soon thereafter as possible, if any required financial statements of the Company are not available within such 60 day period) after the end of the period within which requests for registration may be given to the Filing Date Company, a Registration Statement on Form S-3 and use its best efforts to cause such Registration Statement to become effective; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period not in excess of 60 days (as the same may be extended pursuant to Sections 3(c) and 4(c)) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the seller or its successor (orsellers thereof set forth in such Registration Statement; provided that, if before filing a Registration Statement or prospectus, or any amendments or supplements thereto, the Company is not then eligible will furnish to register one counsel selected by the resale Holders of a majority of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the covered by such Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing represent all Holders of the Registrable Securities covered by such Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and their Special CounselStatement, copies of all such documents proposed to be filed (including documents incorporated by reference)filed, which documents will be subject to the review of such Holders counsel; (iii) furnish to each seller of such Registrable Securities such number of copies of such Registration Statement and their Special Counselof each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessarysummary prospectus), in conformity with the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning requirements of the Securities Act. The , and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller; (iv) use its best efforts to register or qualify such Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Company shall not for any such purpose be restricted required to qualify generally to do business as a foreign corporation in any manner from including jurisdiction where, but for the requirements of this clause (iv), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities of the United States of America as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) immediately notify each seller of any such Registrable Securities covered by such Registration Statement, (x) at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the Registration Statement the distributionappropriate period mentioned in clause (ii) of this Section 4(a), issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company ’s becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not file include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and (y) of any stop order issued or to the Company’s knowledge threatened to be issued and shall take all reasonable action required to prevent the entry of such stop order or to remove it if entered; (vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable (but not more than fifteen months) after the effective date of the Registration Statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; (viii) use its best efforts to list such Registrable Securities on any securities exchange on which the ADSs are then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange, and provide a transfer agent and registrar for such Registrable Securities covered by such Registration Statement not later than the effective date of such Registration Statement; (ix) enter into an agreement with a depositary to provide for the custody of the Registrable Securities and issuance of American Depositary Receipts representing such Registrable Securities; (x) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions customarily taken by registrants as sellers of a majority of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a majority of such Registrable Securities shall reasonably request; and (xii) make available for inspection by any seller of such Registrable Securities covered by such Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter (collectively, “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively the “Records”) as shall be reasonably necessary to enable them to exercise “due diligence,” and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any Inspector in connection with such Registration Statement; provided that if the Company reasonably determines in good faith that any of such Records or other information are confidential and so notifies the Inspectors in writing, then, unless (x) the disclosure of such Records is necessary to avoid or correct a material misstatement or material omission in the Registration Statement or any such Prospectus is otherwise required by law or any amendments or supplements thereto to which legal process, (y) the Majority Holders or their Special Counsel shall reasonably object. The sections release of such Registration Statement covering Records is required pursuant to a subpoena, court order or regulatory or agency request, or (z) the information with respect in such Records has been made generally available to the Holderspublic without violation of any confidentiality obligations hereunder, the Holders' beneficial ownership of securities of the Company Company’s obligation to make such confidential Records or the Holders' intended method of disposition of Registrable Securities other information available hereunder shall conform be subject to the information provided appropriate parties signing confidentiality agreements reasonably acceptable to the Company by each of the HoldersCompany.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor form) another appropriate form in accordance herewith (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters, and (ii) use its best efforts to cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or of a majority of the Registrable Securities, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel, provided, however, that such shall not form the basis for penalties under Section 2(d) hereof. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which form)(which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by the holders of a majority of the Registrable Securities to be covered by such Registration Statement), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and their Special Counselfor review, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably objectobject within three (3) business days after any such document is so furnished, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' ’ beneficial ownership of securities of the Company or the Holders' ’ intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, if the Company is not then eligible to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be made on Form S-1 or its successor form) (which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference)thereto, the Company shall, if reasonably practicable (i) furnish to the Holders and their Special Counsel, copies of all such documents proposed to be filed (including documents incorporated by reference)filed, which documents will be subject to the review of such Holders and their Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or their Special Counsel shall reasonably object. The sections of such Registration Statement covering information with respect to the Holders, the Holders' beneficial ownership of securities of the Company or the Holders' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement such registration shall be made on Form S-1 or its successor form) (another appropriate form in accordance herewith, which shall include a Plan of Distribution substantially in the form of Exhibit A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the Company and use best --------- efforts by a majority-in-interest of Holders of Registrable Securities to be covered by such Registration Statement (except if otherwise directed by the Majority Holders), and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable practicable: (i) furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders and Holders, their Special Counsel, Counsel and such managing underwriters and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel respective counsel to such HoldersHolders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within the Registration Statement the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel or any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.

Preparation of Registration Statement. Prepare and file with the ------------------------------------- Commission on or prior to the Filing Date a Registration Statement on Form S-3 or its successor form (or, or if the Company is not then eligible to register the for resale of the Registrable Securities on Form S-3, the Registration Statement S-3 such registration shall be made on Form S-1 or its successor formanother appropriate form in accordance herewith) (which shall include a Plan of Distribution substantially in the form of Exhibit EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering), and use best --------- efforts to cause the Registration Statement to become effective and remain effective as provided herein; providedPROVIDED, howeverHOWEVER, that not less than three (3) -------- ------- Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference, except to the extent that such documents are otherwise available on ▇▇▇▇▇), the Company shall, if reasonably practicable (i) practicable, furnish to the Holders and Holders, their Special CounselCounsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), except to the extent that such documents are otherwise available on ▇▇▇▇▇) which documents will be subject to the review of such Holders and Holders, their Special CounselCounsel and such managing underwriters. Such Registration Statement shall comply with the applicable requirements of Form S-3, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Special Counsel to such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not be restricted in any manner from including within , the Registration Statement Exchange Act and the distribution, issuance or resale of any of its or any other securities, on its own behalf or on behalf of any of the Company's stockholdersrules and regulations thereunder. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders or Holders, their Special Counsel and any managing underwriters shall reasonably object, and will not request acceleration of such Registration Statement without prior notice to such counsel (an "Objection"). The sections of such Registration Statement covering information with respect to the Holders, the Holders' Holder's beneficial ownership of securities of the Company or the Holders' Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Holders.