Common use of Registration Statement on Form S-1 Clause in Contracts

Registration Statement on Form S-1. RESOLVED: That the Board deems it advisable and in the best interests of the Corporation that the Corporation register under the Securities Act for resale from time to time by Lincoln Park up to an aggregate of 13,000,000 shares of the Common Stock, consisting of the Purchase Shares and Commitment Shares issuable under the Purchase Agreement in one or more registration statements on Form S-1 or other applicable form as the case may be; RESOLVED: That the Authorized Officers be, and they hereby are, and each of them acting singly hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to prepare or cause to be prepared, and to execute and file with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, one or more Registration Statements on Form S-1, including a preliminary prospectus, a final prospectus, financial statements, exhibits and other documents, as applicable, providing for the resale or other disposition from time to time of the Commitment Shares and the Purchase Shares issuable under the Purchase Agreement (each such registration statement, the “Registration Statement,” which term as used herein for each such Registration Statement include one or more Registration Statements on Form S-1 (or other applicable form), including all exhibits and schedules and changes thereto as may be approved by an Authorized Officer executing each such Registration Statement on behalf of the Corporation, such execution to be conclusive evidence of the approval thereof, and one or more amendments thereto (including post-effective amendments, revisions and supplements thereto) as such Authorized Officer or Authorized Officers may deem necessary, advisable or appropriate or as may be required by the Commission;

Registration Statement on Form S-1. RESOLVED: That the Board deems it advisable and in the best interests of the Corporation , that the Corporation register under the Securities Act for resale from time to time by Lincoln Park up to an aggregate of 13,000,000 shares of the Common Stock, consisting of the Purchase Shares Company and Commitment Shares issuable under the Purchase Agreement in one or more registration statements on Form S-1 or other applicable form as the case may be; RESOLVED: That the Authorized Officers be, and they hereby areOfficers, and each of them acting singly them, be, and hereby is, authorized, empowered and directedare, for and on behalf of the CorporationCompany, authorized, directed and empowered to prepare or cause to be preparedprepared a Registration Statement on Form S-1 or such other form as the Company may be permitted to use (including the prospectus, all financial statements, all exhibits and other documents relating thereto) (the “Registration Statement”) in connection with the sale, from time to time, by Aspire of the Securities (the “Resale Offering”); RESOLVED FURTHER, that all actions of the Authorized Officers, and each of them, for and on behalf of the Company, in preparing and in directing ▇▇▇▇▇ Day, counsel to the Company, to prepare the Registration Statement (including the prospectus, all exhibits and other documents relating thereto) (other than the financial statements therein), and in preparing and in directing Ernst & Young LLP, independent public accountants for the Company, to consent to the inclusion of the financial statements in the Registration Statement, be, and hereby are, ratified, confirmed and approved; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered (a) to file the Registration Statement, together with the financial statements and exhibits thereto, and to execute and file pay any fees required in connection therewith, with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, one or more Registration Statements on Form S-1under the Securities Act of 1933 (the “Securities Act”); (b) to file any and all amendments and supplements thereto, including a preliminary prospectus, a final prospectus, financial statements, exhibits pre-effective and other documents, as applicable, providing for the resale or other disposition from time to time of the Commitment Shares and the Purchase Shares issuable under the Purchase Agreement (each such registration statement, the “Registration Statement,” which term as used herein for each such Registration Statement include one or more Registration Statements on Form S-1 (or other applicable form), including all exhibits and schedules and changes thereto as may be approved by an Authorized Officer executing each such Registration Statement on behalf of the Corporation, such execution to be conclusive evidence of the approval thereof, and one or more amendments thereto (including post-effective amendmentsamendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, revisions together with the financial statements and supplements thereto) exhibits required in connection therewith, with the Commission in such form as such Authorized Officer or Authorized Officers may officers deem necessary, advisable or appropriate; (c) to comply with the provisions of the Securities Act and of the rules and regulations of the Commission thereunder; (d) to execute, deliver, obtain and/or file any and all such other agreements, certificates, consents, letters, instruments and other documents and to take any and all other actions, necessary, advisable or appropriate or to effect such filing and to procure the effectiveness of the Registration Statement and any amendments with respect thereto; and (e) to take all such other action as may be required necessary, advisable or appropriate to effect the registration of the Securities; RESOLVED FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and directed to prepare or cause to be prepared, execute, in the name and on behalf of the Company, procure all necessary signatures to, and file with the Commission any requests for acceleration of the effective date of the Registration Statement deemed by them to be necessary, advisable or appropriate, with their approval of any such requests to be conclusively evidenced by their execution thereof; and to appear on behalf of the Commission;Company before the Commission in connection with any matter relating to the Registration Statement and any supplements, amendments or post-effective amendments thereto; and