Common use of Additional Registrable Securities Clause in Contracts

Additional Registrable Securities. Upon the written demand of any Investor and following the issuance of any additional shares of Common Stock to such Investor pursuant to Section 7.1, of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to such Investor. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission.

Additional Registrable Securities. Upon At any time and from time to time, promptly following the written demand of any Investor and the Holder following the issuance of any additional shares Additional Registrable Securities or the issuance of Common Stock any securities convertible into, exchangeable for, or otherwise entitling the Holder to acquire, Additional Registrable Securities, and in any event within 30 days following such Investor pursuant to Section 7.1, of the Purchase Agreementdemand, the Company shall prepare and file with the SEC one a new Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to such InvestorAdditional Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under permitted by the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheld. The Registration Statement required by this Section 2(a)(ii) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor Holder and its counsel prior to its filing or other submission. Nothing herein shall limit the Company's obligations or the Holder's rights under Section 6(e) of the Note, Section 10 of the Closing Warrant or Section 5 of the Redemption Warrant.

Additional Registrable Securities. Upon the written demand of any Investor and following upon any change in the issuance Conversion Price (as defined in the Certificate of any Designations, Preferences and Rights of Series O Preferred Stock filed with the Secretary of State of Delaware) such that additional shares of Common Stock to such Investor pursuant to Section 7.1, become issuable upon the conversion of the Purchase AgreementShares or the PIK Shares, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-1 or amend the Registration Statement on Form S-3 filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Registrable SecuritiesShares”), subject to the Investor's Required Investors’ consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal Shares, but only to the number of shares of Common Stock issued to such Investorextent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldShares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor Investors and its their counsel prior to its filing or other submission.

Additional Registrable Securities. Upon the written demand --------------------------------- of any Investor and following the issuance of any additional shares of Common Stock to such Investor pursuant to Section 7.1, of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to such Investorall Investors and, at the option of the Company, any additional amounts of Additional Registrable Securities that the Company reasonably anticipates it could be required to register. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities The Company shall be included in the Registration Statement without the consent use its reasonable efforts to obtain from each person who now has piggyback registration rights a waiver of the Investor, which those rights with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldthe Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission.

Additional Registrable Securities. Upon the written demand of any Investor and following upon any change in the issuance of any Warrant Price (as defined in the Warrants) such that additional shares of Common Stock to such Investor pursuant to Section 7.1, become issuable upon the due exercise of the Purchase AgreementWarrants (the “Additional Shares”), the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement on Form S-3 filed pursuant to clause (ori) above, if Form S-3 is such Registration Statement has not then available to the Company, previously been declared effective (or on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable SecuritiesShares, subject to the Investor's Required Investors’ consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal Shares, but only to the number extent the Additional Shares are not at the time covered by an effective Registration Statement. Subject to any SEC comments, such Registration Statement shall include the plan of shares of Common Stock issued to such Investor. distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable SecuritiesShares. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the 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 Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldRequired Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel Investors prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to the ▇▇▇▇▇▇▇ Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by the ▇▇▇▇▇▇▇ Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall constitute the ▇▇▇▇▇▇▇ Investor’s exclusive monetary remedy for such events, but shall not affect the right of the ▇▇▇▇▇▇▇ Investor to seek injunctive relief. Such payments shall be made to the ▇▇▇▇▇▇▇ Investor in cash.

Additional Registrable Securities. Upon the written demand of any Investor and following upon any change in the issuance Conversion Price (as defined in the Certificate of any Designations, Preferences and Rights of Series N Preferred Stock filed with the Secretary of State of Delaware) such that additional shares of Common Stock to such Investor pursuant to Section 7.1, become issuable upon the conversion of the Purchase AgreementShares or the PIK Shares, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-1 or amend the Registration Statement on Form S-3 filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Registrable SecuritiesShares"), subject to the Investor's Required Investors' consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal Shares, but only to the number of shares of Common Stock issued to such Investorextent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldShares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor Investors and its their counsel prior to its filing or other submission.

Additional Registrable Securities. Upon the written demand of any Investor and following upon any change in the issuance Conversion Price (as defined in the Certificate of any Designations, Preferences and Rights of Series P Preferred Stock filed with the Secretary of State of Delaware) such that additional shares of Common Stock to such Investor pursuant to Section 7.1, become issuable upon the conversion of the Purchase AgreementShares or the PIK Shares, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-1 or amend the Registration Statement on Form S-3 filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Registrable SecuritiesShares”), subject to the Investor's Required Investors’ consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal Shares, but only to the number of shares of Common Stock issued to such Investorextent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldShares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor Investors and its their counsel prior to its filing or other submission.

Additional Registrable Securities. Upon the written demand of any --------------------------------- Investor and following the issuance of any additional shares of Common Stock to such Investor pursuant to Section 7.1, 7.1 of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to and designated in the demand by such Investor. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldInvestor other than the Registrable Securities and the Additional Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission.

Additional Registrable Securities. Upon any change in (a) the written demand of any Investor Conversion Price (as defined in the Trust Deed and following Terms and Conditions executed with respect to the issuance of any additional shares of Common Stock Convertible Bonds (the “Trust Deed”)) with respect to such Investor pursuant to Section 7.1the Convertible Bonds, or (b) the Subscription Price (as defined in the Warrant Instrument executed in respect of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale Warrants) of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to Warrants or the number of shares of Common Stock issued issuable upon the exercise of the outstanding Warrants (such additional shares of Common Stock referenced in (a) and (b) above shall be referred to herein as “Additional Shares”), prior to the issuance of any Additional Shares, the Company shall prepare and file, as soon as practicable but in any event within thirty (30) days of such Investorchange, with the SEC one or more Registration Statements on Form S-1, or, if available, Form S-3, or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective, covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldShares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel Holders prior to its filing or other submission.

Additional Registrable Securities. Upon At any time and from time to time upon the written demand of any Investor and following the issuance of any additional shares of Common Stock to such Investor pursuant to Section 7.1, 7.1 of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to such Investor; PROVIDED, HOWEVER, that if such number of shares is less than 10,000 shares, then the Company may at its option, in lieu of registering such shares hereunder, promptly redeem such shares at a redemption price equal to 110% of the fair market value of such shares (based on the last sale price on Nasdaq on the trading day immediately preceding the redemption date). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission.

Additional Registrable Securities. Upon At any time and from time to time, promptly following the written demand of any Investor and the Holder following the issuance of any additional shares Additional Registrable Securities or the issuance of Common Stock any securities convertible into, exchangeable for, or otherwise entitling the Holder to acquire, Additional Registrable Securities, and in any event within 30 days following such Investor pursuant to Section 7.1, of the Purchase Agreementdemand, the Company shall prepare and file with the SEC one a new Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to such InvestorAdditional Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under permitted by the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheld. The Registration Statement required by this Section 2(a)(ii) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor Holder and its counsel prior to its filing or other submission. Nothing herein shall limit the Company’s obligations or the Holder’s rights under Section 6(e) of the Note, Section 10 of the Closing Warrant or Section 5 of the Redemption Warrant.

Additional Registrable Securities. Upon the written demand of any Investor and Investor, provided that such demand is within thirty (30) days following the issuance of any additional shares of Common Stock to such Investor pursuant to Section 7.1, 7.1 of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of 3 registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to and designated in the demand by such Investor. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. The Company shall use its best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. No securities other than the Registrable Securities and the Additional Registrable Securities shall be included in the Registration Statement without the consent of the Investor, which with respect to Investor other than the Registrable Securities and Additional Registrable Securities and the securities subject to currently outstanding piggyback registration rights, shall rights on the date hereof for which the Company could not be unreasonably withheldobtain waivers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(cSections 3(b) and (c) to the Investor and its counsel prior to its filing or other submission.

Additional Registrable Securities. Upon the written demand of any Investor and following upon any change in the issuance of any Exercise Price (as defined in the Warrants) such that additional shares of Common Stock to such Investor pursuant to Section 7.1, become issuable upon the exercise of the Purchase AgreementWarrants, the Company shall prepare and file with the SEC one or more Registration Statement Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Registrable SecuritiesShares")), subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal Shares, but only to the number of shares of Common Stock issued to such Investorextent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable SecuritiesShares. No securities other than the Registrable Securities and the Additional Registrable Securities The Company shall be included in the Registration Statement without the consent use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of the Investor, which those rights with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldsuch Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor Investors and its their counsel prior to its filing or other submission.

Additional Registrable Securities. Upon the written --------------------------------- demand of any the Investor and following the issuance of any additional shares of Common Stock to such the Investor pursuant to Section 7.1, 7.1 of the Purchase Agreement, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities, subject to the Investor's consent, which shall not be unreasonably withheld) covering the resale of the Additional Registrable Securities in an amount equal to the number of shares of Common Stock issued to such and designated in the demand by the Investor. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. No With the exception of securities other than underlying warrants issued by the Registrable Securities and Company before the Additional Registrable Securities date hereof which contain provisions granting the holder registration rights in the event of a registration as contemplated by this Section 2(a)(ii), no securities shall be included in the Registration Statement without the consent of the Investor, which with respect to securities subject to currently outstanding piggyback registration rights, shall not be unreasonably withheldInvestor other than the Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission.