Common use of Subsequent Registration Statement Clause in Contracts

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 Form S-1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement Form S-1 to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration StatementForm S-1), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement Form S-1 in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement Form S-1 or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time (“Form S-3”) to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.22.1.3, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 Form F-1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement Form F-1 to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration StatementForm F-1), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement Form F-1 in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement Form F-1 or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) F-3 or any similar short-form registration statement that may be available at such time (“Form F-3”) to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.22.1.3, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If Subject to the Shelf Registration Statement required by subsection 2.1.1 ceases reasonable cooperation of the Investor, within thirty (30) days following the date upon which it duly obtains the requisite authorization from its shareholders to be effective under increase its authorized number of common shares to an amount sufficient to enable it to lawfully issue and deliver the Securities Act for any reason at any time while Registrable Securities are still outstandingWarrant Shares, the Company shallshall at its own expense, subject to Section 3.4either, use at its commercially reasonable efforts tooption, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under (i) prepare and file with the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in SEC a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement subsequent registration statement (a “Subsequent Shelf Registration Statement”) registering covering the resale resale, among other shares potentially, of the Warrant Shares, (ii) amend the Initial Registration Statement as necessary so as to cover the Warrant Shares, or (iii) if the Initial Registration Stement can not be amended to cover all Registrable Securities (determined of the Warrant Shares, amend the Initial Registration Statement as of two business days prior necessary so as to such filing), cover as many Warrant Shares as practicable and pursuant to any method or combination of methods legally available to, prepare and requested by, any Holder named therein. If file a Subsequent Shelf Registration Statement covering the resale, among other shares potentially, of the remaining Warrant Shares. To the extent that a Subsequent Registration Statement is filedfiled pursuant to the foregoing, the Company shall use expeditiously apply its commercially reasonable diligent good faith efforts thereafter to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than one hundred and fifty (150) days from the date of filing. To the extent that any of the Purchase Shares were not covered by the Initial Registration Statement for any reason, the Subsequent Registration Statement shall also cover the resale of any such unregistered Purchase Shares. To the extent that any of the Registrable Securities shall fail for any reason to have been included in either the Initial Registration Statement or the Subsequent Registration Statement, the Company shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, obligated to use its diligent good faith efforts to cause such Registrable Securities to be subject to Section 3.4registered as soon as practicable.

Subsequent Registration Statement. If a) On or prior to the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstandingFiling Date, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf shall prepare and file with the Commission the Subsequent Registration Statement covering the primary issuance of the Registrable Securities. Subject to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal terms of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filedthis Warrant, the Company shall use its commercially reasonable best efforts to (i) cause such the Subsequent Shelf Registration Statement to become be declared effective under the Securities Act as promptly as is reasonably practicable possible after the filing thereof (it being agreed that thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of effective under the Securities Act until such time as the date that all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to covered by the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement (i) have been issued thereunder by the Company (the “Effectiveness Period”). The Company shall file a Current Report on Form 8-K no later than 9:00 a.m. on the Trading Day immediately following the effective date of the Subsequent Registration Statement to announce the effectiveness of the Subsequent Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of the Subsequent Registration Statement, file a final prospectus with the Commission as required by Rule 424. b) In connection with the Company’s registration obligations hereunder, the Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to the Subsequent Registration Statement and the prospectus concerning the Registrable Securities used in connection therewith as may be necessary to keep the Subsequent Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period, (ii) cause the related prospectus used in connection therewith to be amended or supplemented by any required Prospectus supplement, and, as so supplemented or amended, to be filed pursuant to Rule 424, and (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Subsequent Registration Statement or any amendment thereto. c) All fees and expenses incident to the performance of or compliance with, the Subsequent Registration Statement by the Company shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for borne by the avoidance of doubt, be subject Company whether or not any Registrable Securities are issued pursuant to Section 3.4the Subsequent Registration Statement.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 Form S-1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement Form S-1 to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration StatementForm S-1), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement Form S-1 in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement Form S-1 or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time (“Form S-3”) to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.22.1.3, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 Form S-1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement Form S-1 to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration StatementForm S-1), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement Form S-1 in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement Form S-1 or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders Holder named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “S-1, or Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time (“Form S-3”) to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.22.1.3, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested in writing prior to effectiveness by, any Holder named thereinthe majority-in-interest of the Holders. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell or resell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.43.

Subsequent Registration Statement. If the Shelf registration statement described in Section 2(a)(ii) (the “Initial Registration Statement”) becomes, in the Company’s best judgment, stale, or three years after the Initial Registration Statement required is declared effective by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while SEC or if the Investor reasonably believes that the Company can register additional Registrable Securities consistent with Section 2(a)(iv) and the Company and its Counsel concur; then upon the written demand of any Investor who holds Registrable Securities that are still outstandingnot covered by a registration statement declared effective by the SEC and available for resale (absent an Allowable Delay, as defined below), but subject to the limitation contained in Section 2(a)(iv), the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf shall prepare and file with the SEC a Registration Statement to again become effective under the Securities Act on Form S-1 (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of or such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement other available Form) (a “Subsequent Shelf Registration Statement”) registering ). Such written demand will include the resale number and type of all Registrable Securities the Investor demands to be registered. Notwithstanding the foregoing, the Company will not be obligated to file a Registration Statement for Registrable Securities that have a market value of less than $250,000 and the Company will not be required to file more than one Registration Statement every six months. In the event the Company has commenced an underwritten public offering of securities, the Company may defer its obligation to file a Subsequent Registration Statement until three months after the completion of such offering or such offering is terminated and no penalties or damages will accrue during such deferral. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (determined as including Rule 416), but subject to the limitation contained in Section 2(a)(iv), such indeterminate number of two business days additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment thereto that responds to SEC staff comments) shall be provided in accordance with Section 3(c) to the Investors prior to such filing), and pursuant to any method its filing or combination of methods legally available to, and requested by, any Holder named thereinother submission. If a Registration Statement covering the Registrable Securities is required to be filed under this Section 2(a)(iii) and is not filed with the SEC within sixty (60) Calendar Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(iii) (the “Subsequent Shelf Registration Statement Filing Deadline”), the Company will make pro rata payments to each Investor, subject to the Liquidated Damages Cap, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the initial investment represented by the Registrable Securities that the Investor has requested to be included on the Registration Statement each 30-day period or pro rata for any portion thereof following the Additional Shares Filing Deadline for which no Registration Statement is filedfiled with respect to the Additional Shares. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Company right of the Investors to seek injunctive relief. Such payments shall use its commercially reasonable efforts be made to each Investor in, at the Company’s option, cash or in securities no later than three (i3) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable Business Days after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a wellend of each such 30-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate formday period. The Company’s obligation under Investors’ rights to request additional Registration Statements pursuant to this Section 2.1.2, shall, for the avoidance will terminate seven years following execution of doubt, be subject to Section 3.4this Registration Rights Agreement.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under the Securities Act (including using its commercially reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section subsection 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If a) On or prior to the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstandingFiling Date, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf shall prepare and file with the Commission the Subsequent Registration Statement covering the primary issuance of the Registrable Securities. Subject to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal terms of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filedthis Warrant, the Company shall use its commercially reasonable best efforts to (i) cause such the Subsequent Shelf Registration Statement to become be declared effective under the Securities Act as promptly as is reasonably practicable possible after the filing thereof (it being agreed that thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of effective under the Securities Act until such time as the date that all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to covered by the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement (i) have been issued thereunder by the Company (the “Effectiveness Period”). The Company shall file a Current Report on Form 8-K no later than 9:00 a.m. on the Trading Day immediately following the effective date of the Subsequent Registration Statement to announce the effectiveness of the Subsequent Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of the Subsequent Registration Statement, file a final prospectus with the Commission as required by Rule 424. b) In connection with the Company’s registration obligations hereunder, the Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to the Subsequent Registration Statement and the prospectus concerning the Registrable Securities used in connection therewith as may be necessary to keep the Subsequent Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period, (ii) cause the related prospectus used in connection therewith to be amended or supplemented by any required Prospectus supplement, and, as so supplemented or amended, to be filed pursuant to Rule 424, and (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Subsequent Registration Statement or any amendment thereto. c) All fees and expenses incident to the performance of or compliance with, the Subsequent Registration Statement by the Company shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for borne by the avoidance of doubt, be subject Company whether or not any Registrable Securities are sold pursuant to Section 3.4the Subsequent Registration Statement.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested in writing prior to effectiveness by, any Holder named thereinthe majority-in-interest of the Holders. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell or resell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

Subsequent Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as all such Registrable Securities included therein have ceased to be Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.