Common use of Additional Registration Statement Clause in Contracts

Additional Registration Statement. No later than five (5) business days after the Capital Event Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Warrant first becomes exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Warrant in accordance with its terms or (ii) the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the Warrant Shares for listing on an Eligible Market (as defined in Section 16(e) below) on or prior to the date that the Warrant first becomes exercisable in accordance with its terms. Notwithstanding the provisions of this Section 8(b), the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Underwriter and the Escrow Agent an opinion (in form and substance reasonably satisfactory to the Underwriter) of outside counsel to the Company reasonably satisfactory to the Underwriter to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act and may be freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities Act either pursuant to either (i) a cashless exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 1(d) above. The provisions of this Section 8(b) may not be modified, amended or deleted without the Underwriter’s prior written consent.

Additional Registration Statement. No later than five (5i) business days If, after the Capital Event Datedate hereof, a Shareholder receives any Registrable Securities pursuant to Section 2.08 of the Stock and Asset Purchase Agreement, the Company shall prepare and file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable thereafter an additional registration statement to permit the resale of all such Registrable Securities on the same basis and in no event later than subject to the time that the Warrant first becomes exercisable in accordance with its same terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder, except that (A) references in this Agreement to the “Closing” and “the date of the Closing” shall use its commercially reasonable efforts be deemed to maintain be references to “the effectiveness and availability Post-Closing Payment Date”, (B) clause (ii)(A) of such the definition of Effectiveness Period shall be deemed to replaced with “the six-month anniversary of the Effectiveness Date of the registration statement until the earlier of filed pursuant to Section 2.01(e)(i)” and (iC) the expiration of the Warrant any other time periods in accordance this Agreement shall be adjusted accordingly with its terms or respect to such Registrable Securities. (ii) If for any reason any of the Registrable Securities held by or issued to a Shareholder immediately after the Closing or Post-Closing Payment Date are not covered by an effective registration statement at any time during the Warrant is no longer outstanding. The Company shall take all commercially reasonable action Effectiveness Period applicable to include the Warrant Shares for listing on an Eligible Market (as defined in Section 16(e) below) on or prior to the date that the Warrant first becomes exercisable in accordance with its terms. Notwithstanding the provisions of this Section 8(b)such Registrable Securities, the Company shall not be prepare and file as promptly as practicable an additional registration statement to permit the resale of all such Registrable Securities on the same basis and subject to the same terms and conditions, as nearly as practicable, applicable to the sale of Registrable Securities pursuant to the Shelf Registration Statement hereunder. (iii) Any registration statement required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Underwriter and the Escrow Agent an opinion (in form and substance reasonably satisfactory to the Underwriter) of outside counsel to the Company reasonably satisfactory to the Underwriter to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act and may be freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities Act either filed pursuant to either (ithis Section 2.01(e) shall be deemed to be a cashless exercise or (ii) an exemption from registration under the Securities Act (the “Opinion Shelf Registration Statement” for purposes of Counsel”). In the event that the Company determines that it does not wish to file Section 2.02 and maintain the effectiveness of an Additional Registration Statement in compliance with the terms Section 4.02 of this paragraph and delivers the Opinion of Counsel, no later than two (2) business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 1(d) above. The provisions of this Section 8(b) may not be modified, amended or deleted without the Underwriter’s prior written consentAgreement.

Additional Registration Statement. No later than five (5) business days after the Capital Event Authorized Shares Increase Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Warrant first becomes become exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Warrant in accordance with its terms or (ii) the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the Warrant Shares for listing on an Eligible a Trading Market (as defined in Section 16(e5(f) below) on or prior to the date that the Warrant first becomes become exercisable in accordance with its terms. Notwithstanding the provisions of this Section 8(b5(e), the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Underwriter ▇▇▇▇ and the Escrow Agent an opinion (in form and substance reasonably satisfactory to the Underwriter▇▇▇▇) of outside counsel to the Company reasonably satisfactory to the Underwriter ▇▇▇▇ to the effect that the issuance of the Warrant Shares to the Holder holders of the Series A Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by the Holder if it any holder of Series A Warrants that is not an affiliate of the Company at the time of exercise without further registration under the Securities Act either pursuant to either (i) a cashless exercise effected pursuant to Section 2(c) of the Series A Warrants or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 1(d) above2(c). The provisions of this Section 8(b5(e) may not be modified, amended or deleted without the UnderwriterRoth’s prior written consentconsent in addition to the consent of the Holder required pursuant to Section 5(n).

Additional Registration Statement. No later than five (5) business days after If the Capital Event DateBank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the Company shall most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a registration statement supplement (which the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be on Form S-3 unless in all substantial respects in the Company is not then eligible form furnished to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Warrant first becomes exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Warrant in accordance with its terms or (ii) the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the Warrant Shares for listing on an Eligible Market (as defined in Section 16(e) below) on or Underwriters prior to the date that execution of the Warrant first becomes exercisable in accordance with its terms. Notwithstanding the provisions of this Section 8(b)relevant Terms Agreement, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Underwriter and extent not completed at such time, shall contain only such material changes as the Escrow Agent an opinion (in Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form and substance reasonably satisfactory to the Underwriter) of outside counsel to the Company reasonably satisfactory to the Underwriter to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act and may be freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities Act either Prospectus Supplement which has heretofore been filed pursuant to either (i) Rule 424 is hereinafter called a cashless exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 1(d) above. The provisions of this Section 8(b) may not be modified, amended or deleted without the Underwriter’s prior written consent."Preliminary Final Prospectus";