Common use of Registration Statement on Form S Clause in Contracts

Registration Statement on Form S. 3. Within 30 days of the Closing, the Company will prepare and file with the 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 Common Stock issuable upon conversion of the Series E Stock (the "Shares") by Purchaser from time to time (the "Registration Statement"), and use its best efforts, subject to receipt of necessary information from Purchaser, to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the SEC has completed its review process. The Company agrees to use its best efforts to keep such Registration Statement effective until the date on which the Shares may be resold by Purchaser without registration by reason of Rule 144(k) under the Act of 1933 or any other rule of similar effect. The Company shall file all reports required to be filed by the Company with the Securities and Exchange Commission (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, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "Suspension Period"), by giving written notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development. Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, Purchaser will not sell any Shares pursuant to the Registration Statement until (i) Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its best efforts to ensure that the use of the Registration Statement may be resumed as soon as practicable and, in the case of a material corporate development in which consummation of a transaction is concerned, as soon, in judgment of the Company, as disclosure of the material information relating to such corporate development would not have a material adverse effect on the Company's ability to consummate the

Registration Statement on Form S. 34 (a) Purchaser shall cause, and Target shall cooperate with Purchaser to cause, to be filed as soon as reasonably practicable after the date hereof with the SEC a Registration Statement on Form S-4 with respect to the offer and issuance of Purchaser Common Stock and Purchaser Series A Preferred Stock in the Merger (the "REGISTRATION STATEMENT"). Within 30 days Each of Purchaser and Target shall use its reasonable best efforts to cause the Registration Statement to comply with applicable law and rules and regulations promulgated by the SEC, to respond promptly to any comments of the ClosingSEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of Purchaser and Target shall promptly furnish to the other all information concerning itself, its stockholders and its affiliates that may be required or reasonably requested in connection with any action contemplated in this SECTION 8.2. If any event relating to Purchaser or Target occurs, or if Purchaser or Target becomes aware of any information, that should be disclosed in an amendment or supplement to the Company Registration Statement, Purchaser or Target, as applicable, shall inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC, and if appropriate, in mailing such amendment or supplement to the Stockholders. Purchaser will notify Target promptly upon the receipt of any comments from the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement or additional information and will supply Target with copies of all correspondence between Purchaser or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement or the Merger. Each of Target and Purchaser and its representatives will cooperate as requested by the other in connection with responding to any such comments or requests. (b) Following the execution of this Agreement, Purchaser shall prepare and file with the SEC a registration statement NYSE listing applications for the listing of securities on Form S-3 (or such other form that NYSE covering the Company may be eligible to use) relating to the sale shares of the Purchaser Common Stock issuable in the Merger or upon conversion exercise of the Series E Stock (the "Shares") by Purchaser from time to time (the "Registration Statement")Options, and use its best efforts, subject to receipt of necessary information from Purchaser, to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep obtain, prior to the Effective Time, approval for the listing of such shares of Purchaser Common Stock, subject only to official notice of issuance. Target shall as promptly as practicable furnish Purchaser with all information concerning Target and its Subsidiaries as may be required for inclusion in such listing applications. (c) Each of Purchaser and Target agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement or any amendment or supplement to the Registration Statement will, (i) at the time the Registration Statement and each amendment or supplement thereto, if any, is filed with the SEC, (ii) at the time the Registration Statement becomes effective until the date on which the Shares may be resold by Purchaser without registration by reason of Rule 144(k) under the Securities Act or (iii) at the Effective Time, contain any untrue statement of 1933 a material fact or omit to state any other rule of similar effect. The Company shall file all reports material fact required to be filed by stated in the Company with Registration Statement or necessary in order to make the Securities and Exchange Commission (the "SEC") statements 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, following the effectiveness of the Registration Statement, in light of the Company maycircumstances under which they were made, at not misleading. Each of Target and Purchaser further agrees that if it shall become aware prior to the approval of the Merger by the Stockholders of any timeinformation that would cause any of the statements made or supplied by such party in the Registration Statement or any amendment or supplement thereto to be false or misleading with respect to any material fact, suspend or to omit to state any material fact required to be stated therein or necessary in order to make the effectiveness statements therein not misleading, to promptly inform the other party thereof and to take the necessary steps to correct such misstatement or omission. (d) Purchaser will advise Target, promptly after Purchaser receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Purchaser Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement (a "Suspension Period"), by giving written notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development. Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, Purchaser will not sell any Shares pursuant to the Registration Statement until (i) Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Purchaser has received copies of any or for additional or supplemental or amended prospectus, if applicable, and (iii) Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its best efforts to ensure that the use of the Registration Statement may be resumed as soon as practicable and, in the case of a material corporate development in which consummation of a transaction is concerned, as soon, in judgment of the Company, as disclosure of the material information relating to such corporate development would not have a material adverse effect on the Company's ability to consummate theinformation.