Subsequent Registration Statements Sample Clauses

Subsequent Registration Statements. (1) If the Company shall pursuant to any Subsequent Sale require the Investor to purchase shares of Common Stock not previously registered and not covered by an effective Registration Statement filed with the SEC and which is not a Failed Registration Statement (as hereinafter defined) (an "Unregistered Sale"), then on or before the end of a 20 calendar day period immediately following each Closing Date relating to each such Subsequent Sale, the Company shall file with the SEC a registration statement (each a "Subsequent Registration Statement" and together with the First Registration Statement and any other registration statement covering Registrable Securities or otherwise required to be filed by the Company with the SEC as provided in this Agreement, the "Registration Statements" or each, a "Registration Statement") on Form S-3 if such form is then available to the Company and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Subsequent Sale Shares purchased by the Investor and any Warrant Shares that have not been previously registered, in accordance with the intended method of distribution of such securities. The aggregate number of shares to be registered under each Subsequent Registration Statement shall be equal to two hundred percent (200%) of the number of Subsequent Sale Shares purchased by the Investor on the applicable Closing Date plus any Warrant Shares not previously registered; (2) Prior to any Subsequent Sale which is not an Unregistered Sale, the Company shall file with the SEC a Subsequent Registration Statement on Form S-3 if such form is then available

Subsequent Registration Statements. (1) If the Company elects to exercise its right with respect to any Subsequent Sale for which the Sale Shares (or, in the case of a Subsequent Note Sale, the applicable Note Conversion Shares), on the applicable Closing Date, have not been previously registered and are not covered by an effective Registration Statement filed with the SEC which is not a Failed Registration Statement (as hereinafter defined) (an "Unregistered ------------ Sale"), then on or before the end of a 20 calendar day ---- period immediately following each Closing Date relating to each such Subsequent Sale, the Company shall file with the SEC a registration statement (each a "Subsequent Registration Statement," and together with --------------------------------- the First Registration Statement and any other registration statement covering Registrable Securities or otherwise required to be filed by the Company with the SEC as provided in this Agreement, the "Registration ------------ Statements" or each, a "Registration Statement") on Form ---------- ---------------------- S-3 if such form is then available to the Company and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Sale Shares purchased by the Investor or the Note Conversion Shares into which the applicable Subsequent Convertible Note may be converted and any Commitment Shares and Warrant Shares that have not been previously registered, in accordance with the intended method of distribution of such securities. The aggregate number of shares to be registered under each Subsequent Registration Statement shall be equal to (w) with respect to a Subsequent Share Sale, the number of Sale Shares purchased by the Investor on the applicable Closing Date or, with respect to a Subsequent Note Sale, the number of Note Conversion Shares into which the applicable Subsequent Convertible Note may be converted assuming a conversion price of $0.75, plus (x) a number of Protective Warrant Shares equal to the number of Sale Shares purchased by the Investor on the applicable Closing Date plus (y) with respect to any prior Convertible Notes and any previous Subsequent Share Sales, any Commitment Shares not previously registered plus (z) any Warrant Shares not previously registered; (2) Prior to any Subsequent Sale which is not an Unregistered Sale, the Company shall file with the SEC a Registration Statement on Fo...

Subsequent Registration Statements. For the period commencing on the Closing Date and ending on the date that is one hundred eighty (180) days following the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company shall not file any registration statement under the Securities Act without the prior written consent of the Purchasers.

Subsequent Registration Statements. In the event the amount of shares covered by a Registration is limited by the SEC, the Company: (i) shall register the maximum number of Registrable Shares and Other Registrable Securities permitted by the SEC, allocated among the Holder and the holders of Other Registrable Securities in proportion to the amount previously included in the Registration, and (ii) shall file additional registration statements (the “Subsequent Registration Statements”) covering the balance of the Registrable Shares and Other Registrable Securities as soon as practicable in light of SEC positions, rules and regulations. The Company shall use its best efforts to cause any and all Subsequent Registration Statements to become effective within seventy five (75) days after each such filing.

Subsequent Registration Statements. If at any time while the Promissory Note is outstanding the Initial Registration Statement ceases to be effective or ceases to permit the Investor to resell the Shares for any reason, the Company shall promptly (and in any event within 21 days of such event) file a registration statement on Form S-3 (or, if the Company is not then eligible to file a Form S-3 covering all of the Shares, on Form S-1) or any successor form thereto covering the resale by the Investor of the Shares in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of the Shares by the Investor under Rule 415 at then prevailing market prices (and not fixed prices) (such registration statement, a “Subsequent Registration Statement,” and together with the Initial Registration Statement, a “Registration Statement”). Any Subsequent Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its reasonable best efforts to have any Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event later than 45 days following the filing thereof. By 9:30 am on the business day following the date of effectiveness of a Subsequent Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Subsequent Registration Statement.

Subsequent Registration Statements. Until the Registration Statement has been declared effective, the Company will not file any new registration statement.

Subsequent Registration Statements. Until the earlier of (a) the 30th day following the date hereof and (b) the date that the closing bid price of the Common Stock is at least $5.00, the Company shall not file any new registration statements; provided further, that if such filing occurs within 30 days of the date hereof, the closing bid price of the Common Stock on the Business Day immediately prior to such filing must be at least $5.00.

Subsequent Registration Statements. The Company shall use its commercially reasonable best efforts to file subsequent Registration Statements to register the Registrable Securities that were not registered in the initial Registration Statement under Section 2(a) hereof (or any subsequent Registration Statement) as promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the later of (i) sixty (60) days following the sale of substantially all of the Registrable Securities included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement and the Company makes such request; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Subsequent Registration Statements. If any Registration Statement ceases to be effective under the Securities Act for any reason during the Registration Period, the Company shall, subject to Section 3(p), use its commercially reasonable efforts to as promptly as is reasonably practicable cause such 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 Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Registration Statement or file an additional shelf Registration Statement on Form S-3 or, if required by the terms hereof, Form S-1 (each, a “Subsequent Registration Statement”) registering the resale of all Registrable Securities. If a Subsequent Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Registration Statement continuously effective, available for use to permit the Investors named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act during the Registration Period.