Common use of Additional Registrations Clause in Contracts

Additional Registrations. Notwithstanding the registration obligations set forth in Section 2(a) and Section 2(b), in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly: (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the SEC; or (ii) withdraw the Registration Statement and file a new registration statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercial reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis (and the Company shall file a new registration statement to cover the remaining Registrable Securities in a manner consistent with the other terms of this Agreement). If the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) of this Section 2(f) or under the immediately preceding sentence, then the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement.

Additional Registrations. Notwithstanding In the registration obligations set forth in Section 2(aevent that six (6) months after the second (2nd) Demand Registration Statement has been filed by the Company and Section 2(bdeclared effective by the SEC (the “Outside Date”) there are any Uncovered Registrable Securities outstanding (collectively, the “Additional Registrable Securities”), the Company shall prepare, and, as soon as practicable but in the no event later than forty-five (45) days after such Outside Date, file with the SEC informs an additional registration statement on Form S-3 covering the Company that resale of all of the Additional Registrable Securities cannot(each, as a result an “Additional Registration”). To the extent the staff of the application of Rule 415, SEC does not permit all the Additional Registrable Securities to be registered for resale as a secondary offering on a single such registration statement, the Company agrees shall take commercially reasonable steps to promptly: file one or more additional registration statements successively trying to register on each such additional registration statement until all such Additional Registrable Securities have been registered for resale with the SEC (i) inform each registration statement filed pursuant to this Section 2(b), an “Additional Registration Statement”). In the event that Form S-3 is unavailable for any such registration for any reason, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the holders of a majority of the Holders thereof and Additional Registrable Securities being included on such Additional Registration Statement, subject to the provisions of Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed in writing by the holders of a majority of the Additional Registrable Securities being included on such Additional Registration Statement or the SEC) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to file amendments to the initial have each Additional Registration Statement as required declared effective by the SEC; or (ii) withdraw SEC as soon as practicable. By 9:30 a.m. New York time on the Registration Statement and file a new registration statement, in either case covering second Business Day following the maximum number effective date of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new an Additional Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate file with the SEC for the registration of all of the Registrable Securities in accordance with Rule 424 the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted final prospectus to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercial reasonable efforts in connection with sales pursuant to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis (and the Company shall file a new registration statement to cover the remaining Registrable Securities in a manner consistent with the other terms of this Agreement). If the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) of this Section 2(f) or under the immediately preceding sentence, then the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Additional Registration Statement.

Additional Registrations. Notwithstanding From time to time, the registration obligations set forth Investors may, by written notice to the Company, request that an amount of Additional Registrable Securities be registered on an Additional Registration Statement (each such notice, an “Additional Registrable Securities Notice”). If the Company shall have received Additional Registrable Securities Notices with respect to an amount of Additional Registrable Securities exceeding the Additional Required Registration Amount, the Company shall prepare, and, as soon as reasonably practicable but in Section 2(a) and Section 2(b)no event later than each Additional Filing Deadline, in the event file with the SEC informs an Additional Registration Statement on Form S-3 covering the Company that resale of all of the Additional Registrable Securities cannot, as subject to such Additional Registrable Securities Notices. In the event that Form S-3 is unavailable for such a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementin accordance with SEC Guidance, the Company agrees shall use such other appropriate form as is available for such a registration in accordance with SEC Guidance, subject to promptly: (i) inform each the provisions of Section 2(d). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the Holders thereof Business Day prior to the date such Additional Registration Statement is initially filed with the SEC (in each instance, an “Additional Filing Determination Date”), subject to adjustment as provided in Section 2(e). Not later than five Business Days prior to each anticipated Additional Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Additional Filing Determination Date. Each Investor shall notify the Company of the number of Additional Registrable Securities to be included by it in such Initial Registration Statement (and shall provide such other information as is required by Section 4(a)) not later than the third Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable efforts to file amendments to the initial cause each Additional Registration Statement to become effective as required by soon as reasonably practicable, but in no event later than the SEC; or (ii) withdraw Additional Effectiveness Deadline. By the Registration Statement and file a new registration statement, in either case covering end of the maximum number of Registrable Securities permitted to be registered by Business Day following the SEC, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new Registration StatementAdditional Effective Date, the Company shall be obligated to use its commercially reasonable efforts to advocate file with the SEC for the registration of all of the Registrable Securities in accordance with SEC Guidance a final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. The Company shall not be required to file an Additional Registration Statement unless the SEC Guidancetotal number of Additional Registrable Securities subject to Additional Registrable Securities Notices is greater than the Additional Required Registration Amount. Notwithstanding any other provision The requirements of this Agreement, if any SEC Guidance sets forth Section 2(b) may be satisfied by means of a limitation of the number of Registrable Securities or other shares of Common Stock permitted post-effective amendment to be registered on a particular an already effective Registration Statement as a secondary offering (and notwithstanding that the Company used commercial reasonable efforts to advocate with the SEC for the registration in lieu of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis (and the Company shall file a new registration statement to cover the remaining Registrable Securities in a manner consistent with the other terms of this Agreement). If the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) of this Section 2(f) or under the immediately preceding sentence, then the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement.

Additional Registrations. Notwithstanding the registration obligations set forth in Section 2(a) and Section 2(b), in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly: (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the SEC; or (ii) withdraw the Registration Statement and file a new registration statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercial reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis (and the Company shall file a new registration statement to cover the remaining Registrable Securities in a manner consistent with the other terms of this Agreement)basis. If the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) of this Section 2(f) or under the immediately preceding sentence), then the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement.

Additional Registrations. Notwithstanding The Company shall use its reasonable best efforts prepare, and, as soon as practicable but in no event later than the registration obligations set forth in Section 2(a) and Section 2(b)Additional Filing Deadline, in the event file with the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly: (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial an Additional Registration Statement as required by the SEC; or (ii) withdraw the Registration Statement and file a new registration statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3, provided that form S-3 or such other form is available to the Company to register for such a registration, covering the resale of all of the Additional Registrable Securities as a secondary offering; provided, however, that prior not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount to filing such amendment or new be registered on an Additional Registration Statement, the Company shall be obligated file Additional Registration Statements successively trying to use its commercially reasonable efforts to advocate register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of all of the Registrable Securities in accordance with the SEC GuidanceSection 2(e). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of Registrable Securities or other shares of Common Stock permitted equal to be registered on a particular the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as a secondary offering provided in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and notwithstanding that “Selling Stockholders” sections in substantially the form attached hereto as Exhibit B. The Company used commercial shall use its reasonable best efforts to advocate with have each Additional Registration Statement declared effective by the SEC for as soon as practicable, but in no event later than the registration of all or a greater number of Registrable Securities)Additional Effectiveness Deadline. By 9:30 a.m. New York time on the second Business Day following the Additional Effective Date, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced on a pro rata basis (and the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. Notwithstanding any of the foregoing obligations, if the Company furnishes to the Security Agent a new certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such Additional Registration Statement to either become effective or remain effective for as long as such registration statement otherwise would be required to cover the remaining Registrable Securities in a manner consistent with the other terms of this Agreement). If the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) of this Section 2(f) or under the immediately preceding sentenceremain effective, then the Company will use its best efforts shall have the right to file defer taking action with respect to such filing for a period of not more than one hundred fifty (150) days after the request of Security Agent is given (such deferral period, the “Additional Deferral Period” and, together with the SECInitial Deferral Period, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statementa “Deferral Period”).