Common use of Maintaining a Registration Statement Clause in Contracts

Maintaining a Registration Statement. The Company shall maintain the effectiveness of the Registration Statement with respect to the Shares at all times a Pre-Paid Advance remains outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that the Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with the Registration Statement shall not 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 (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. If the Company becomes unable to utilize the Initial Registration Statement for the offering of Common Shares contemplated herein, the Company shall promptly file a Registration Statement and any required supplements to the extent necessary to either register the Shares to be issued to the Investor or register the resale of the Shares by the Investor, and in the event that the Company determines it must register the resale of the Shares by the Investor, the parties agree to negotiate in good faith such changes as may be necessary to this Agreement to reflect the prompt resale of such Shares by the Investor.

Maintaining a Registration Statement. The Company shall maintain the effectiveness of the Registration Statement with respect to the Shares at all times a Pre-Paid Advance remains outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that the Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with the Registration Statement shall not 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 (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. If the Company becomes unable to utilize the Initial Registration Statement for the offering of Common Shares contemplated herein, the Company shall promptly file a Registration Statement and any required supplements to the extent necessary to either register the Shares to be issued to the Investor or register the resale of the Shares by the Investor, Investor and in the event that the Company determines it must register the resale of the Shares by the Investor, the parties agree to negotiate in good faith such changes as may be necessary to this Agreement to reflect the prompt resale of such Shares by the Investor.