Common use of Immediate Registration Clause in Contracts

Immediate Registration. (a) The Company agrees that within 45 days of the Closing Date, it will cause to be registered under the Securities Act of 1933, as amended (the "Act"), on Form S-3, or any other similar form then in effect, a "shelf" registration statement (the "Shelf Registration") with respect to all of the shares of Common Stock then owned by the Fund, including the shares of Common Stock issuable upon exercise of the Warrants (the "Shares"), and in the event that the Company no longer qualifies to register the Shares on Form S-3, the Company shall file, on demand, one or more successive registration statements on Form S-1. The Company agrees that it will use its best efforts to cause any registration statement filed pursuant to this Section 1 to become effective as soon as practicable after Closing. With respect to any registration statement filed pursuant to this Section 1, if the Fund desires to distribute the shares in an underwritten offering, the managing underwriter or underwriters shall be selected by the Fund, subject to the approval by the Company, which approval shall not be unreasonably withheld or delayed, and the Company agrees to enter into an underwriting agreement in customary form with such underwriters. (b) Notwithstanding the effectiveness of any Registration Statement filed pursuant to this Section 1, the Fund agrees that it will not publicly offer the Shares for sale for a period of one year from the Closing Date, provided that this limitation shall not apply to any sales by the Fund pursuant to any underwritten offering by the Company or any stockholder of the Company, other than the Fund or any sale in connection with a tender or exchange offer, merger or similar transaction.