Automatic Registration. (i) The Company shall, within 5 days of the receipt of the Required Shareholder Approval, as defined in the Series B Purchase Agreement, give notice (the "Initial Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Initial Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within 30 days of the date of the Initial Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(i) prior to the date that is 30 days following the receipt of the Required Shareholder Approval. (ii) The Company shall, within 15 days of the Option Closing, give notice (the "Option Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Option Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within 30 days of the date of the Option Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(ii) prior to the date that is 30 days following the Option Closing. (b) If, in either of the cases described in clauses (a)(i) or (a)(ii) above, the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for the Registration Statement required to be filed by the Company pursuant to Section 2.2(a)(i) or 2.2(a)(ii) above, as applicable, to be effected at such time, the Company shall have the one-time right to defer each such filing for a period of not more than 90 days after the date of the receipt of the Required Shareholder Approval or the Option Closing, as applicable.
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Automatic Registration. (a) The Company shall use its best efforts to file a registration statement covering thirty three and one-third percent (33-1/3%) of the Registrable Securities (registration of 500,000 of such shares shall be designated by Kirk ▇▇▇▇▇▇▇▇ ▇▇▇ the remainder by Warr▇▇ ▇▇▇▇▇) (▇he "Initial Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Act as soon as practicable following the first anniversary of this Agreement (the "First Required Filing Date"). The Company shall use its best efforts to cause such Initial Registration Statement to become effective under the Act as soon as practicable thereafter and shall maintain the effectiveness of the Initial Registration Statement until the earlier of (i) The Company shall, within 5 days the date that all of the receipt Registrable Securities have been sold or (ii) the date that all of the Required Shareholder ApprovalHolders thereof receive an opinion of counsel to the Company that the Registrable Securities may be sold under the provisions of Rule 144(k) promulgated under 2 the Act (or any successor provision), so as defined in to permit the Series B Purchase Agreementpublic offer and sale of the Registrable Securities.
(b) In addition to the First Registration Statement, give notice the Company shall use its best efforts to file a registration statement covering an additional thirty three and one-third percent (33-1/3%) of the Registrable Securities (registration of 1,872,223 of such shares shall be designated by Warr▇▇ ▇▇▇▇▇ ▇▇▇ the remainder by Kirk ▇▇▇▇▇▇▇▇) (▇he "Second Registration Statement") with the Securities and Exchange Commission (the "Initial NoticeSEC") to all Series B Holders. Subject to under the conditions Act as soon as practicable following the second anniversary of this Section 2.2, Agreement (the "Second Required Filing Date"). The Company shall use its best efforts to cause such Series B Second Registration Statement to become effective under the Act as soon as practicable thereafter and shall maintain the effectiveness of the Second Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that all of the Holders shall have the right, by giving written notice thereof receive an opinion of counsel to the Company within 15 days after their receipt that the Registrable Securities may be sold under the provisions of Rule 144(k) promulgated under the Act (or any successor provision), so as to permit the public offer and sale of the Registrable Securities.
(c) In addition to the Initial Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by and the Company such of their Registrable Securities as such Series B Holders may request in such notice of electionSecond Registration Statement, and the Company shall file, within 30 days of the date of the Initial Notice, use its best efforts to file a registration statement covering the resale remaining thirty three and one-third percent (33-1/3%) of the Registrable Securities owned by each Holder (the "Final Registration Statement") with the SEC under the Act as soon as practicable following the date which is three years from the date of Closing (as defined in the Merger Agreement) (the "Final Required Filing Date"). The Company shall use its best efforts to cause such Final Registration Statement to become effective under the Act as soon as practicable thereafter and shall maintain the effectiveness of the Final Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that all of the holders thereof receive an opinion of counsel to the Company that the Registrable Securities may be sold under the provisions of Rule 144(k) promulgated under the Act (or any successor provision), so as to permit the public offer and sale of the Registrable Securities.
(d) Notwithstanding the provision under Section 2(a), 2(b) or 2(c) hereof, if, at the time of the First Required Filing Date, the Second Required Filing Date or the Final Required Filing Date, as the case may be, the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction and in the written opinion of counsel to the Company, the Initial Registration Statement, the Second Registration Statement or the Final Registration Statement, as the case may be, would be required to include information concerning such transactions or the parties thereto that is not available at the time, the Company shall promptly so advise the Holders of the Registrable Securities that such Series B Holders request and, at the Company's election, to be registered set forth in such notice ("Notice of electionPostponement"), the filing of either the Initial Registration Statement, the Second Registration Statement or the Final Registration Statement, as the case may be, may be postponed for a period not to exceed the lesser of (i) the date such information becomes available to the Company or (ii) ninety (90) days from the First Required Filing Date, the Second Required Filing Date or the Final Required Filing Date, as the case may be (the "Postponement Period"); provided, however, that the Company shall not be required permitted to effect a registration pursuant give any such Notice of Postponement and to this Section 2.2(a)(i) prior to so postpone the date that is 30 days following the receipt filing of the Required Shareholder Approval.
(ii) The Company shall, within 15 days of the Option Closing, give notice (the "Option Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Option Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within 30 days of the date of the Option Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(ii) prior to the date that is 30 days following the Option Closing.
(b) If, in either of the cases described in clauses (a)(i) or (a)(ii) above, the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for the Registration Statement required to be filed by the Company pursuant to Section 2.2(a)(i) or 2.2(a)(ii) above, as applicable, to be effected at such time, the Company shall have the one-time right to defer each such filing for a period of not more than 90 days after the date of the receipt of the Required Shareholder Approval or the Option Closing, as applicable.once. 3
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Automatic Registration. (i) The Company shall, within 5 days of the receipt of the Required Shareholder Approval, as defined in the Series B Purchase Agreement, give notice (the "Initial Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Initial Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within Within 30 days of the date of the Initial Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(i) prior to the date that is 30 days following the receipt of the Required Shareholder Approval.
(ii) The Company shall, within 15 days of the Option Closing, give notice (the "Option Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Option Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within 30 days of the date of the Option Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(ii) prior to the date that is 30 days following the Option Closing.
(b) If, in either of the cases described in clauses (a)(i) or (a)(ii) above, the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for the Registration Statement required to be filed by the Company pursuant to Section 2.2(a)(i) or 2.2(a)(ii) above, as applicable, to be effected at such time, the Company shall have the one-time right to defer each such filing for a period of not more than 90 days after the date of the receipt of the Required Shareholder Approval (as such term is defined in the Transaction Agreement) or 150 days from date hereof, whichever date is later, the Option ClosingCompany shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (except if the Company is not then eligible to register for resale the Warrant Shares on Form S-3, the registration shall be on another appropriate form) and such other documents, as applicablemay be necessary, in the opinion of counsel for the Company, so as to permit a public offering and sale by the Holder of all of the Warrant Shares under the Securities Act, unless the Warrant Shares may be sold free of volume restrictions pursuant to Rule 144 promulgated under the Securities Act. With respect to any registration statement filed pursuant to this Section 7.1 or Section 7.2 below, the Company shall (a) use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, (b) use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until the earlier of (i) such time as all Warrant Shares to be sold pursuant to the registration statement have been sold and (ii) the date on which all Warrant Shares may be sold without registration and without being subject to the volume limitations of Rule 144 promulgated under the Securities Act, (c) take all reasonable efforts to cause the Warrant Shares at all times during such period to be freely tradable under the registration statement, except as may be required under the federal securities laws, (d) not less than two business days prior to the filing of any registration statement or related prospectus or any amendment or supplement thereto, furnish to the Holder the sections of such documents that relate to the Holder, as proposed to be filed, which documents shall be subject to the review of the Holder, (e) promptly notify the Holder via facsimile of the effectiveness of such registration statement and the filing of any prospectus supplement or amendment to such registration statement, and (f) no later than one business day following the effectiveness of such registration statement, file with the Commission a final prospectus in accordance with Rule 424 under the Securities Act with respect to such registration statement.
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