Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. Within 21 days following (a) The Company shall prepare and file with the Company’s next underwritten public Commission the Registration Statement, which shall be a “resale” registration statement providing for the resale of the Registrable Securities pursuant to an offering or 90 days following the date that the Company’s current financing plan is terminated to be made on a continuous basis under Rule 415 (the “Resale DateRegistrable Securities”) ). The Registration Statement shall be on Form S-1 and shall cover to the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued extent allowable under the Securities Act and the rules promulgated thereunder, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions of and/or from the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any other governmental requirements event prior to the applicable Effectiveness Date, and to keep the Registration Statement continuously effective under the Securities Act until the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or regulations(y) the date on which the Registrable Securities may be sold without restriction pursuant to permit or facilitate Rule 144, as determined by counsel satisfactory to the sale Company in a written opinion addressed to the Company and distribution of all its transfer agent (the “Effectiveness Period”). The Company shall request that the effective time of the Common Stock and Underlying Shares no later than ninety (90) days after Registration Statement shall be 5:00 p.m. Eastern Time on the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in date on which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; orit becomes effective. (b) If a Purchaser fails In the event that, due to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective limits imposed by the Commission, the Company shall use best efforts to keep is unable on the Resale Registration Statement registering to register for resale under Rule 415 of Regulation C under the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as Securities Act all of the Common Stock and Underlying Shares Registrable Securities that it has agreed to file pursuant to the first sentence of Section 2(a), the Company shall have been sold, include in the Registration Statement (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares which may be sold under a subsequent Registration Statement if the Company is required, or determines that it is desirable, to withdraw the original Registration Statement and file a new Registration Statement in order to rely on Rule 144. For 415 with respect to the avoidance full such amount of doubt, a Purchaser may only exercise such resale registration rights oncethe Registrable Securities permitted by the Commission.

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the The Company shall file, within 45 days after the Closing, and thereafter use its commercially reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) 120 days after the Resale Date Closing (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) if the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for the Resale Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.1(b) shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may not utilize this right more than once; or (bc) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest earlier of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, sold or (ii) no Conversion Shares issued or issuable upon conversion of the Preferred Stock remain unsold and at least two years have passed since the ClosingClosing (such earlier time, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once“Registration Expiration”).

Resale Registration Statement. Within 21 As soon as practicable but no later than forty-five (45) calendar days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated Closing (the “Resale Filing Date”) ), the Company shall filefile a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and thereafter shall use its reasonable best efforts to effect have such Shelf declared effective as soon as practicable after the registrationfiling thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, qualification and compliance (requested by, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with applicable regulations issued under the provisions of the Securities Act and until such time as there are no longer any other governmental requirements or regulations) to permit or facilitate Registrable Securities. In the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that event the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute files a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the CommissionForm S-1 Shelf, the Company shall use its reasonable best efforts to keep convert the Resale Registration Statement registering Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights onceCompany is eligible to use Form S-3.

Resale Registration Statement. Within 21 (i) The Company shall use commercially reasonable efforts to file within thirty (30) days following of the Company’s next underwritten public offering or 90 days following consummation of the date that the Company’s current financing plan is terminated De-SPAC Transaction and to cause to be declared effective as soon as practicable thereafter, a registration statement on Form S-1 (the “Resale DateShelf”) ), in each case, covering the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution resale of all the Registrable Securities (determined as of the Common Stock and Underlying Shares no later than ninety two (902) business days after the Resale Date (prior to such registration statement, the “Resale Registration Statement”filing); provided, however, that the Company shall not Parties acknowledge and agree that the sale of any Registrable Securities registered under such Resale Shelf may be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required restrictions imposed by lock-up or holdback restrictions, including those pursuant to the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Lock-Up Agreements, and/or applicable securities laws. Such Resale Registration Statement or otherwise required to be obtained by the Company Shelf shall provide for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any of the Investors named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Resale Shelf under this Section 1(f) covering Registrable Securities of any Investor, such Investor may not make a Demand Registration that is not for an underwritten offering. (ii) The Company agrees to use commercially reasonable efforts to cause such Resale Shelf, or another shelf registration statement that includes all Registrable Securities, including to remain effective during the period beginning on its effective date until the earliest earlier of (i) such time as all the sixth anniversary of the Common Stock and Underlying Shares shall have been soldconsummation of the De-SPAC Transaction and, (ii) the date on which Investors cease to hold any Registrable Securities. The Company shall use its commercially reasonable efforts to provide a draft of the Resale Shelf to the Investors holding Registrable Securities for review (but not comment) at least two years have passed since three (3) Business Days in advance of filing the ClosingResale Shelf; provided that, and (iii) such time as all Underlying Shares may be sold under Rule 144. For for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Resale Shelf as a Purchaser result of or in connection with any Investor’s review. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities proposed to be registered under the Resale Shelf due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Securities by the applicable Investors or otherwise, such Resale Shelf shall register for resale the maximum number of Registrable Securities as is permitted. In such event, the number of Registrable Securities to be registered for each selling Investor named in the Resale Shelf shall be reduced pro rata among all such selling Investors, in each case, giving priority first to the PIPE Shares, second to the BBH Investors and then to the remainder of Registrable Securities, and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act, the Company shall amend the Resale Shelf or file a new Resale Shelf to register such Registrable Securities not included in the initial Resale Shelf and use its commercially reasonable efforts to cause such amendment or Resale Shelf to become effective as promptly as practicable. Registration Expenses of the holders of Registrable Securities in the Resale Shelf shall be paid by the Company, whether or not any such offering is completed. (iii) The Company shall use its reasonable efforts to keep such all Shelf Registrations filed pursuant to this Section 1 continuously effective under the Securities Act. including by filing successive replacement or renewal Registration Statements in accordance with Section 1, in order to permit the prospectus forming a part thereof to be usable by the Investors until the earlier of (i) the date as of which all Registrable Securities registered by such Shelf Registration have been sold pursuant to the Shelf Registration and (ii) such shorter period as all the holder(s) of securities under a Shelf Registration (or their designee(s)), as applicable), may only exercise such resale registration rights onceagree in writing.

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the The Company shall file, within 90 days after the final Closing Date, and thereafter use its commercially reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) 180 days after the Resale Date Closing (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) if the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for the Resale Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.4 shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may not utilize this right more than once; or (bc) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Common Stock and Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. Within 21 days following As soon as practicable after receipt of the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) Shareholder Approval, the Company shall file, and thereafter use its commercially reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) If the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for the Resale Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.2(b) shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may not utilize this right more than once; or (bc) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest earlier of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, sold or (ii) no Conversion Shares issued or issuable upon conversion of the Preferred Stock remain unsold and at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. 9.1 Within 21 30 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Closing Date”) , the Company shall file(a) file with the SEC, and thereafter use its reasonable best efforts to effect or (b) have filed with the registrationSEC, qualification and compliance a Resale Registration Statement (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that ) pursuant to Rule 415 under the Securities Act pursuant to which all of the Shares and Warrant Shares (the “Registrable Securities”) shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Purchaser. The Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in file the Resale Registration Statement or otherwise required to be obtained by on such form as the Company for purposes may then utilize under the rules of preparing the SEC and filing use its commercially reasonable efforts to have the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by under the CommissionSecurities Act as soon as practicable, but in no event more than sixty (60) days following the initial filing of the Registration Statement. The Company shall agrees to use best its commercially reasonable efforts to keep maintain the effectiveness of the Resale Registration Statement registering Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the resale of Registrable Securities as required by Rule 415 under the Underlying Shares effective during the period beginning on its effective date Securities Act, continuously until the earliest date (the “Resale Registration Expiration Date”) that is the earlier of (i) such time as all five (5) years following the date of effectiveness of the Common Stock and Underlying Shares shall have been soldResale Registration Statement, or (ii) at least two years have passed since the Closingdate on which the Purchaser no longer holds any Registrable Securities covered by such Resale Registration Statement. 9.2 Upon the effectiveness of the Resale Registration Statement, the Company shall, within 5 Business Days of such date, issue to the Purchaser (and (iiiAllocated Purchasers, if any) such time as all Underlying Shares may Securities free from any restrictive legends, or cause appropriate book entry or other electronic changes to be sold under Rule 144. For made to the avoidance Securities to reflect that they are free of doubt, a Purchaser may only exercise such resale registration rights oncerestrictive legends.

Resale Registration Statement. Within 21 days following The Company shall include the Company’s next underwritten public offering or 90 days following Common Stock acquired in the date that the Company’s current financing plan is terminated Offering (the “Resale DateShares”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after on the Resale Date (such registration statement, Registration Statement filed in connection with the “Resale Registration Statement”)initial Public Offering; provided, however, that the Company shall not be obligated Company’s obligations to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which include the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included Shares in the Resale Registration Statement or otherwise required are contingent upon Purchasers furnishing in writing to the Company such information regarding Purchaser, the securities of the Company held by Purchaser and the intended method of disposition of the Shares as shall be obtained reasonably requested by the Company for purposes to effect the registration of preparing the Shares by providing the Purchaser at least five (5) Business Days notice, and filing Purchaser shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement and during any amendments thereto; providedcustomary blackout or similar period or as permitted hereunder. Notwithstanding the foregoing, howeverif the SEC prevents the Company from including any or all of the shares proposed to be registered under the Resale Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Resale Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling stockholder named in the Resale Registration Statement shall be reduced pro rata among all such selling stockholders. Upon notification by the SEC that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once Registration Statement has been declared effective by the CommissionSEC, within two (2) business days thereafter, the Company shall use best efforts to keep file the Resale Registration Statement registering the resale final prospectus under Rule 424 of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144Securities Act. For the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Resale Registration Statement as a result of or in connection with Purchaser’s review of any disclosure in the Resale Registration Statement. In no event shall Purchaser may only exercise such resale registration rights oncebe identified as a statutory underwriter in the Resale Registration Statement unless requested by the SEC; provided, that if the SEC requests that Purchaser be identified as a statutory underwriter in the Resale Registration Statement, Purchaser will have an opportunity to withdraw from the Resale Registration Statement. Purchaser shall not be entitled to use the Resale Registration Statement for an underwritten offering of Shares.