Common use of Additional Registrations Clause in Contracts

Additional Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the Commission a Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder) covering the resale of all of the Additional Registrable Securities not previously registered on a Registration Statement hereunder. To the extent the staff of the Commission 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 remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the Commission. Each Additional Registration Statement prepared pursuant hereto shall register for resale that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the Commission (subject to reductions to the extent the staff of the Commission requires that the number of Additional Registrable Securities registered for resale on such Additional Registration Statement be reduced, which reductions shall be made in the order set forth in Section 2(a)). The Company shall use its commercially reasonable best efforts to have each Additional Registration Statement declared effective by the Commission as soon as practicable, but in no event later than the Additional Effectiveness Deadline for such Additional Registration Statement. By 9:30 am on the Business Day following the Additional Effective Date for each Additional Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. Subject to this Section 2(b), if at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statements (such incremental shares of Registrable Securities being deemed to be “Additional Registrable Securities” hereunder), the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after filing. Liquidated damages pursuant to Section 7(e) shall accrue until such time as the Additional Registrable Securities are registered pursuant to an effective Registration Statement.

Additional Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the Commission a SEC an Additional Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder) covering the resale of all of the Additional Registrable Securities not previously registered on a an Additional Registration Statement hereunder. To the extent the staff of the Commission 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 remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the CommissionSEC. 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 date such Additional Registration Statement is initially filed with the Commission (SEC, subject to reductions to the extent the staff of the Commission requires that the number of Additional Registrable Securities registered for resale on such adjustment as provided in Section 2.1(e). Each Additional Registration Statement be reduced, which reductions shall be made contain (except if otherwise directed by the Investors) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the order set forth in Section 2(a)). form attached hereto as Exhibit B. The Company shall use its commercially reasonable best efforts to have each Additional Registration Statement declared effective by the Commission SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline for such Additional Registration StatementDeadline. By 9:30 am a.m. New York time on the Business Day following the Additional Effective Date for each Additional Registration StatementDate, the Company shall file with the Commission SEC in accordance with Rule 424 under the Securities 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. Subject to this Section 2(b), if at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statements (such incremental shares of Registrable Securities being deemed to be “Additional Registrable Securities” hereunder), the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after filing. Liquidated damages pursuant to Section 7(e) shall accrue until such time as the Additional Registrable Securities are registered pursuant to an effective Registration Statement.

Additional Registrations. The From time to time, the 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 no event later than the each Additional Filing Deadline, file with the Commission a SEC an Additional Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder) covering the resale of all of the Additional Registrable Securities not previously registered on subject to such Additional Registrable Securities Notices. In the event that Form S-3 is unavailable for such a Registration Statement hereunder. To the extent the staff of the Commission does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statementregistration in accordance with SEC Guidance, the Company shall file Additional Registration Statements successively trying use such other appropriate form as is available for such a registration in accordance with SEC Guidance, subject to register on each such Additional Registration Statement the maximum number provisions of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the CommissionSection 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 Business Day prior to the date such Additional Registration Statement is initially filed with the Commission SEC (in each instance, an “Additional Filing Determination Date”), subject to reductions 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 extent Investors of such anticipated Additional Filing Determination Date. Each Investor shall notify the staff Company of the Commission requires that the number of Additional Registrable Securities registered for resale on to be included by it in such Additional Initial Registration Statement be reduced, which reductions (and shall be made in provide such other information as is required by Section 4(a)) not later than the order set forth in Section 2(a))third Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable best efforts to have each Additional Registration Statement declared effective by the Commission SEC as soon as reasonably practicable, but in no event later than the Additional Effectiveness Deadline for such Additional Registration StatementDeadline. By 9:30 am on the end of the Business Day following the Additional Effective Date for each Additional Registration StatementDate, the Company shall file with the Commission SEC in accordance with Rule 424 under the Securities Act the SEC Guidance a final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. Subject The Company shall not be required to file an Additional Registration Statement unless the total number of Additional Registrable Securities subject to Additional Registrable Securities Notices is greater than the Additional Required Registration Amount. The requirements of this Section 2(b), if at any time and for any reason, ) may be satisfied by means of a post-effective amendment to an additional already effective Registration Statement is required to be filed because at such time the actual number in lieu of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statements (such incremental shares of Registrable Securities being deemed to be “Additional Registrable Securities” hereunder), the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after filing. Liquidated damages pursuant to Section 7(e) shall accrue until such time as the Additional Registrable Securities are registered pursuant to an effective a new Registration Statement.

Additional Registrations. The If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement initially filed pursuant to Section 2(a), then the Company shall prepare, and, prepare and file as soon as practicable possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, or, in the event the Commission does not so indicate, no event later than six (6) months after the Additional Filing Deadline, file with Effective Date of the Commission a Registration Statement on Form S-3 (except if the Company is not then eligible filed pursuant to register for resale the Registrable Securities on Form S-3Section 2(a), in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder) an additional Registration Statement covering the resale of all of the Additional Registrable Securities not previously registered already covered by an existing and effective Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415. The Company shall use its reasonable best efforts to cause each such Registration Statement hereunderto be declared effective under the Securities Act as soon as possible but, in any event, no later than 30 days following the date on which the Company becomes aware that such Registration Statement is required to be filed under this Agreement (the “Additional Effectiveness Deadline” for such Registration Statement), and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. To the extent the staff of the Commission does not permit all of the Additional Required Registrable Securities that have not yet been covered on an effective Registration Amount Statement (the “Unregistered Registrable Securities”) to be registered on an Additional such additional Registration Statement, the Company shall file Additional additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Unregistered Registrable Securities until all of the Additional Required Registration Amount has Registrable Securities have been registered with the Commission. Each Additional Registration Statement prepared pursuant hereto shall register for resale that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the Commission (subject to reductions to the extent the staff of the Commission requires that the number of Additional Registrable Securities registered for resale on such Additional Registration Statement be reduced, which reductions shall be made in the order set forth in Section 2(a)). The Company shall use its commercially reasonable best efforts to have each Additional Registration Statement declared effective by the Commission as soon as practicable, but in no event later than the Additional Effectiveness Deadline for such Additional Registration Statement. By 9:30 am on the Business Day following the Additional Effective Date for each Additional Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. Subject to this Section 2(b), if at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statements (such incremental shares of Registrable Securities being deemed to be “Additional Registrable Securities” hereunder), the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after filing. Liquidated damages pursuant to Section 7(e) shall accrue until such time as the Additional Registrable Securities are registered pursuant to an effective Registration Statement.

Additional Registrations. The At the request of the Lender, the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the Commission a SEC an Additional Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder) covering the resale of all of the Additional Registrable Securities not previously registered on a Registration Statement hereunder. To the extent the staff of the Commission 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 remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the CommissionSEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Lender, subject to the provisions of Section 2(e). 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 date such Additional Registration Statement is initially filed with the Commission (subject to reductions to the extent the staff of the Commission requires that the number of Additional Registrable Securities registered for resale on such SEC. Each Additional Registration Statement be reduced, which reductions shall be made contain (except if otherwise directed by the Lender) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the order set forth in Section 2(a)). form attached hereto as Exhibit B. The Company shall use its commercially reasonable best efforts to have each Additional Registration Statement declared effective by the Commission SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline for such Additional Registration StatementDeadline. By 9:30 am a.m. New York time on the Business Day following the Additional Effective Date for each Additional Registration StatementDate, the Company shall file with the Commission SEC in accordance with Rule 424 under the Securities 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. Subject to this Section 2(b), if at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Registration Statements (such incremental shares of Registrable Securities being deemed to be “Additional Registrable Securities” hereunder), the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after filing. Liquidated damages pursuant to Section 7(e) shall accrue until such time as the Additional Registrable Securities are registered pursuant to an effective Registration Statement.