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of any such notice, and until such suspension is terminated, Seller will not make use of the suspended Prospectus Supplement and will make no sales requiring delivery of such prospectus. Parent also agrees to notify Seller immediately of the happening of any event as a result of which (1) the Registration Statement, as then in effect, would contain any 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 or (2) the prospectus (which shall include the base prospectus included in the Registration Statement and the Prospectus Supplement, in each case as they may be amended or supplemented from time to time) would contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and agrees to use i t s c o m m e r c i a l l y r e a s o n a b l e e f f o r t s t o p r o m p t l y u p d a t e a n d / o r c o r r e c t s u c h R e g i s t r a t i o n S t a t e m e n t a n d / o r p r o s p e c t u s , a s t h e c a s e m a y b e .

(c) If at the time of any post-effective amendment to the Registration Statement, including by way of a Section 10(a)(3) amendment, Parent is not a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) or is an “ineligible issuer” (as defined in Rule 405 under the Securities Act), or is otherwise not permitted to utilize an automatic shelf registration statement under the Securities Act, Parent will file a registration statement on Form S-3, or any other appropriate form, registering the resale of the Stock Consideration and the representations, warranties and covenants set forth in this Section 5.13 regarding the Registration Statement and the prospectus shall apply to such new registration statement and prospectus.

(d) Parent shall take all actions set forth in this Section 5.13 to permit Seller to sell in Marketed Secondary Offerings. Upon notice from Seller of its intent to sell Restricted Shares through a Marketed Secondary Offering, Parent shall promptly prepare and file a prospectus supplement to the Registration Statement; provided, however, Seller hereby acknowledges that there may occasionally be times when Parent may be required by the federal securities laws to delay any offering of its securities, including the Marketed Secondary Offering, if in the good faith determination by the board of directors of Parent offers and sales pursuant to the Registration Statement should not be made by reason of the existence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the Registration Statement would be premature and would have an adverse effect on Parent; provided further, however, any such delay shall not exceed sixty (60) days in any one case, and shall not exceed ninety (90) days in any twelve

  • (12)

    month period (together with any and all other delays permitted in this Section 5.13).

    • (e)

      Seller, if proposing to resell any Restricted Shares through a Marketed Secondary Offering or Approved Block Sale, to the

extent applicable, shall enter into an underwriting agreement in customary form. In connection with a Marketed Secondary Offering and, to the extent customary, an Approved Block Trade, Parent shall enter into such customary agreements (including underwriting agreements in customary form that includes, among other things, customary representations and warranties and indemnities for the benefit of Seller and the underwriters) and take all such other actions (including, without limitation, causing the Chief Executive Officer or the Chief Financial Officer to participate in any “road show” or “road shows”) as the underwriters reasonably request in order to expedite or facilitate the disposition of such Restricted Shares. In any such Marketed Secondary Offering of any Restricted Shares,


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