Common use of S-1 Registration Statement Clause in Contracts

S-1 Registration Statement. Notwithstanding the foregoing paragraph 2(a), if on Filing Deadline the Company does not meet the eligibility requirements for filing the Registration Statement on Form S-3, then the Company shall instead prepare and file with the Commission the Registration Statement meeting the foregoing requirements on Form S-1. In the event that the Company files the Registration Statement on Form S-1 and thereafter meets the eligibility requirements to use Form S-3 for the resale of Registrable Securities by the Investor, the Company shall re-file such Registration Statement, or file a new Registration Statement covering at least the number of shares then registered on the existing Registration Statement(s) (and not previously sold pursuant to an existing Registration Statement or pursuant to Rule 144 under the Securities Act (“Rule 144”)), on Form S-3 as promptly as practicable (but in no event later than thirty (30) days) after the Company meets such requirements.