definiens: ) by a pe rson that is not an ( as defined in Rule 144 ) of Parent without regard to any of the conditions specified therein ( other than the holding period requirement in paragraph ( d ) of Rule 144 so long as such holding period requirement is satisfied at such time of determination ) or any rule of similar effect ( such period, the ) ; ( B ) prepare and promptly file with the SEC and promptly notify counsel for the Company Securityholders of registered Consideration Shares covered by the Reg istration Statement ( the ) of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to such C onsideration Shares is required to be delivered under the Securities Act, any event with respect to Parent shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessa ry to make the statements therein not misleading ; ( C ) in case the Recipients are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3 ) of the Securities Act ; ( D ) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reas onably practicable provide the counsel for the Company Securityholders copies of all correspondence from and to the SEC relating to the Registration Statement ; and ( E ) use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain t he withdrawal of : ( 1 ) any order suspending the effectiveness of the Registration Statement ; or ( 2 ) any suspension of the qualification ( or exemption from qualification ) of any of the Consideration Shares for sale in any jurisdiction, as soon as reasonably practicable