Common use of Additional Registration Statement Clause in Contracts

Additional Registration Statement. (i) If, after the date hereof, a Shareholder receives any Registrable Securities pursuant to Section 2.08 of the Stock and Asset Purchase Agreement, the Company shall prepare and file as promptly as practicable thereafter an additional registration statement to permit the resale of all such Registrable Securities on the same basis and subject to the same terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder, except that (A) references in this Agreement to the “Closing” and “the date of the Closing” shall be deemed to be references to “the Post-Closing Payment Date”, (B) clause (ii)(A) of the definition of Effectiveness Period shall be deemed to replaced with “the six-month anniversary of the Effectiveness Date of the registration statement filed pursuant to Section 2.01(e)(i)” and (C) any other time periods in this Agreement shall be adjusted accordingly with respect to such Registrable Securities. (ii) If for any reason any of the Registrable Securities held by or issued to a Shareholder immediately after the Closing or Post-Closing Payment Date are not covered by an effective registration statement at any time during the Effectiveness Period applicable to such Registrable Securities, the Company shall prepare and file as promptly as practicable an additional registration statement to permit the resale of all such Registrable Securities on the same basis and subject to the same terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder. (iii) Any registration statement required to be filed pursuant to this Section 2.01(e) shall be deemed to be a “Shelf Registration Statement” for purposes of Section 2.02 and Section 4.02 of this Agreement.

Additional Registration Statement. No later than five (i5) If, business days after the date hereof, a Shareholder receives any Registrable Securities pursuant to Section 2.08 of the Stock and Asset Purchase AgreementAuthorized Shares Increase Date, the Company shall prepare file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and file it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable thereafter an additional and in no event later than the time that the Warrant first become exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement to permit until the resale earlier of all such Registrable Securities on (i) the same basis and subject to the same terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder, except that (A) references in this Agreement to the “Closing” and “the date expiration of the Closing” shall be deemed to be references to “the Post-Closing Payment Date”, (B) clause (ii)(A) of the definition of Effectiveness Period shall be deemed to replaced Warrant in accordance with “the six-month anniversary of the Effectiveness Date of the registration statement filed pursuant to Section 2.01(e)(i)” and (C) any other time periods in this Agreement shall be adjusted accordingly with respect to such Registrable Securities. its terms or (ii) If the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the Warrant Shares for any reason any listing on a Trading Market (as defined in Section 5(f) below) on or prior to the date that the Warrant first become exercisable in accordance with its terms. Notwithstanding the provisions of the Registrable Securities held by or issued to a Shareholder immediately after the Closing or Post-Closing Payment Date are not covered by an effective registration statement at any time during the Effectiveness Period applicable to such Registrable Securitiesthis Section 5(e), the Company shall prepare not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to ▇▇▇▇ and file as promptly as practicable the Escrow Agent an additional registration statement opinion (in form and substance reasonably satisfactory to permit the resale ▇▇▇▇) of all such Registrable Securities on the same basis and subject outside counsel to the same terms and conditions, as nearly as practicable, applicable Company reasonably satisfactory to ▇▇▇▇ to the sale effect that the issuance of Registrable the Warrant Shares to the holders of the Series A Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Series A Warrants that is not an affiliate of the Company at the time of exercise without further registration under the Securities Act pursuant to either (i) a cashless exercise effected pursuant to Section 2(c) of the Shelf Series A Warrants or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement hereunder. in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (iii2) business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any registration statement exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 2(c). The provisions of this Section 5(e) may not be modified, amended or deleted without Roth’s prior written consent in addition to the consent of the Holder required to be filed pursuant to this Section 2.01(e) shall be deemed to be a “Shelf Registration Statement” for purposes of Section 2.02 and Section 4.02 of this Agreement5(n).

Additional Registration Statement. No later than five (i5) If, Business Days after the date hereof, a Shareholder receives any Registrable Securities pursuant to Section 2.08 of the Stock and Asset Purchase AgreementCapital Event Date, the Company shall prepare file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and file it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable thereafter an additional and in no event later than the time that this Warrant first becomes exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement to permit until the resale earlier of all such Registrable Securities on (i) the same basis and subject to the same expiration of this Warrant in accordance with its terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder, except that (A) references in this Agreement to the “Closing” and “the date of the Closing” shall be deemed to be references to “the Post-Closing Payment Date”, (B) clause (ii)(A) of the definition of Effectiveness Period shall be deemed to replaced with “the six-month anniversary of the Effectiveness Date of the registration statement filed pursuant to Section 2.01(e)(i)” and (C) any other time periods in this Agreement shall be adjusted accordingly with respect to such Registrable Securities. or (ii) If the time this Warrant is no longer outstanding. No Holder shall be named as an “underwriter” in such Additional Registration Statement without the Holder’s consent. The Company shall take all commercially reasonable action to include the Warrant Shares for any reason any listing on an Eligible Market (as defined in Section 16(e) below) on or prior to the date that the Warrant first becomes exercisable in accordance with its terms. Notwithstanding the provisions of the Registrable Securities held by or issued to a Shareholder immediately after the Closing or Post-Closing Payment Date are not covered by an effective registration statement at any time during the Effectiveness Period applicable to such Registrable Securitiesthis Section 8(b), the Company shall prepare not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Placement Agent and the Holder an opinion (in form and substance reasonably satisfactory to the Placement Agent and the Holder) of outside counsel to the Company reasonably satisfactory to the Placement Agent to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act and may be freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities Act pursuant to a cashless exercise effected pursuant to the terms of this Warrant (the “Opinion of Counsel”). In the event that the Company (i) determines that it does not wish to file as promptly as practicable and maintain the effectiveness of an additional registration statement Additional Registration Statement in compliance with the terms of this paragraph, (ii) elects instead to permit the resale Holder of all such Registrable Securities on the same basis and subject this Warrant to the same terms and conditions, as nearly as practicable, applicable to the sale effect a cashless exercise of Registrable Securities this Warrant pursuant to the Shelf Registration Statement hereunder. terms of this Warrant, and (iii) delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of this Warrant. Any registration statement required to exercise of this Warrant after the issuance of such press release shall only be filed pursuant to effected by cashless exercise as provided in Section 1(d) above. The provisions of this Section 2.01(e8(b) shall may not be deemed to be a “Shelf Registration Statement” for purposes of Section 2.02 and Section 4.02 of this Agreementmodified, amended or deleted without the Placement Agent’s or the Holder’s prior written consent.

Additional Registration Statement. (i) IfIf the Bank does not propose to amend the Initial Registration Statement or, after if an Additional Registration Statement has been filed and the date hereof, a Shareholder receives Bank does not propose to amend it and if any Registrable Securities pursuant post-effective amendment to Section 2.08 either such registration statement has been filed with the Commission prior to the execution and delivery of the Stock and Asset Purchase Terms Agreement, the Company shall prepare and file as promptly as practicable thereafter an additional most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to permit Rule 462(c) under the resale Act or, in the case of all such Registrable Securities on any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the same basis "Registration Statements" and subject individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the same terms and conditions, as nearly as practicable, applicable Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the sale form of Registrable Securities prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the Shelf Registration Statement hereunder, except that (A"Basic Prospectus") references in this Agreement relating to the “Closing” Series Certificate and “the date Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the Closing” relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be deemed to be references to “the Post-Closing Payment Date”, (B) clause (ii)(A) included therein. Any preliminary form of the definition of Effectiveness Period shall be deemed to replaced with “the six-month anniversary of the Effectiveness Date of the registration statement Prospectus Supplement which has heretofore been filed pursuant to Section 2.01(e)(i)” and (C) any other time periods in this Agreement shall be adjusted accordingly with respect to such Registrable Securities. (ii) If for any reason any of the Registrable Securities held by or issued to Rule 424 is hereinafter called a Shareholder immediately after the Closing or Post-Closing Payment Date are not covered by an effective registration statement at any time during the Effectiveness Period applicable to such Registrable Securities, the Company shall prepare and file as promptly as practicable an additional registration statement to permit the resale of all such Registrable Securities on the same basis and subject to the same terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder. (iii) Any registration statement required to be filed pursuant to this Section 2.01(e) shall be deemed to be a “Shelf Registration Statement” for purposes of Section 2.02 and Section 4.02 of this Agreement."Preliminary Final Prospectus";