Common use of Additional Registrations Clause in Contracts

Additional Registrations. If all of the Registrable Securities cannot be included in the Registration Statement filed pursuant to Section 2(a) due to SEC Comments, then the Company shall prepare and file with the SEC by the Filing Deadline for such Registration Statement, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. If an initial Registration Statement is filed under Section 2(a) and SEC Comments require shares of Common Stock to be removed for such newly filed Registration Statement under this Section 2(b), then the Company will prepare and file additional Registration Statements until such time as all such required Registrable Securities are covered by effective Registration Statements. Any Registration Statements to be filed under this Section 2(b) shall be on Form S-1 and shall cover the resale of such shares. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than its Effectiveness Deadline. Any required cutbacks of the Shares shall be applied to the Investors pro-rata in accordance with the number of Shares purchased pursuant to the Purchase Agreement relative to all Shares purchased pursuant to the Purchase Agreement. No later than the second Business Day following the Effective Date, 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 Registration Statement.

Additional Registrations. If all of the Registrable Securities cannot be included in the Registration Statement filed pursuant to Section 2(a) due to SEC Comments, then the The Company shall prepare and prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC by an Additional Registration Statement on Form S-3 covering the Filing Deadline for such resale of all of the Additional Registrable Securities 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 be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of additional Registration Statements as may be necessary in order to ensure that all remaining Additional Registrable Securities are covered by an existing and effective until the Additional Required Registration StatementAmount has been registered with the SEC. If an initial Each Additional Registration Statement is filed under Section 2(a) and SEC Comments require prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to be removed for the Additional Required Registration Amount determined as of the date such newly filed Additional Registration Statement under this is initially filed with the SEC, subject to adjustment as provided in Section 2(b2.1(e), then . Each Additional Registration Statement shall contain (except if otherwise directed by the Company will prepare Investors) the “Plan of Distribution” and file additional Registration Statements until such time as all such required Registrable Securities are covered by effective Registration Statements. Any Registration Statements “Selling Shareholders” sections detailing the identity of each of the Holders seeking to be filed under this Section 2(b) shall be on Form S-1 and shall cover register any of the resale of such sharesConversion Shares. The Company shall use its commercially reasonable efforts to have the each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than its the Additional Effectiveness Deadline. Any required cutbacks of By 9:30 a.m. New York time on the Shares shall be applied to the Investors pro-rata in accordance with the number of Shares purchased pursuant to the Purchase Agreement relative to all Shares purchased pursuant to the Purchase Agreement. No later than the second Business Day following the Additional Effective Date, 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.