Common use of Effectiveness and Events Requiring Notice to the Underwriters Clause in Contracts

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants promptly Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Statement, the General Disclosure Package and the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus covering: (A)(i) the issuance of shares of Common Stock issuable upon conversion of Series H Preferred Stock and (ii) the issuance of additional shares of Series H Preferred Stock pursuant to, or arising as a result of, the Company’s obligation to pay dividends pursuant to the Series H Certificate of Designation or terms of the Preferred Warrants and (B) the issuance of the Preferred Warrant Shares upon exercise of the Preferred Warrants, in each case, until the later such time as set forth in Series H Certificate of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDesignation and/or Preferred Warrant, as applicable, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will immediately notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments relating to the Registration Statement or Prospectus, or any request for any additional information from the Commission with respect relating to the Registration StatementStatement or Prospectus, from the Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Representative Warrants are no longer outstanding, and will notify the Underwriters and holders of the Representative Warrants promptly immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly as soon as practicable and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement, the ADS Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement or ADS Registration Statement on the SEC’s XXXXX EXXXX filing system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the ADS Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the ADS Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine one (91) months month from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and the holders of the Warrants promptly and confirm the notice in writingwriting (which notice and confirmation may be by means of a press release, Form 8-K filing or other filing of a periodic report with the Commission) : (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order relating to the Offering or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to filing with the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Company, the Registration StatementStatement or the Offering; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order relating to the Offering or suspend such qualification at any time, the Company will make every exercise commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX EXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants and the Representative Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and the Representative Warrants immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later latest of (a) nine (9) months from the Execution Date and Date, (b) the date on which the Closing Warrants are no longer outstanding, (c) the date on which the Closing Preferred Shares are no longer outstanding, (d) the date on which the Underwriters’ Unit Warrants are no longer outstanding, (e) the date on which the Underwriters’ Preferred Shares are no longer outstanding and (f) the date on which the Underwriters’ Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that Prospectus under the filing Securities Act in respect of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationSecurities; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the termination of the effectiveness of the Registration Statement and the effectiveness and termination of any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants, the Pre-Funded Warrants and the Representative’s Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants, Pre-Funded Warrants promptly and Representative’s Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any part thereof, or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement; Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants promptly Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Statement, the General Disclosure Package and the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which none of the Underwriter’s Warrants are no longer remain outstanding, and will notify the Underwriters and the holders of the Underwriter’s Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and or any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment Prospectus (other than routine amendments or supplement supplements filed to update the Registration Statement on or Prospectus solely to incorporate into such the SEC’s XXXXX system shall be deemed to be such notificationroutine disclosures in the subsequent SEC Reports); (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants promptly Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Statement, the General Disclosure Package and the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement, the General Disclosure Package or the Prospectus; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which none of the Warrants, Option Warrants, if any, or Underwriter’s Warrants are no longer remain outstanding, and will notify the Underwriters and the holders of the Warrants, Option Warrants, if any, an Underwriter’s Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and or any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Representative’s Warrants are no longer outstandingexercisable, and will notify the Underwriters and holders of the Warrants promptly Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Statement, the General Disclosure Package and the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered, under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants [or Pre-Funded Warrants] are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly [or Pre-Funded Warrants] immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus covering: (A)(i) the issuance of shares of Common Stock issuable upon conversion of Series J Preferred Stock and (ii) the issuance of additional shares of Series J Preferred Stock pursuant to, or arising as a result of, the Company’s obligation to pay dividends pursuant to the Series J Certificate of Designation or terms of the Preferred Warrants and (B) the issuance of the Preferred Warrant Shares upon exercise of the Preferred Warrants, in each case, until the later such time as set forth in Series J Certificate of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDesignation and/or Preferred Warrant, as applicable, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that Prospectus under the filing Securities Act in respect of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationSecurities; (viv) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Representative’s Warrants are no longer outstanding, exercisable. and the Company will promptly notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement Statement, the ADS Registration Statement, or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect relating to the Registration Statement, the ADS Registration Statement, or Prospectus; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the ADS Registration Statement, or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the ADS Registration Statement, or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance (or, to the Company’s knowledge, threatened issuance) by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the initiationuse of any preliminary prospectus or the Prospectus, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction jurisdiction, or of the initiation, initiation or the threatening, threatening of any proceeding proceedings for that purposeany such purpose or of any examination pursuant to Section 8(e) of the Securities Act of 1933 concerning the Registration Statement; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (viv) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (viv) of the happening of any event during the period described in this Section 4.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Warrants are no longer outstandingexercisable, and will notify the Underwriters and holders of the Warrants promptly Representative as soon as reasonably practicable and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Statement, the General Disclosure Package and the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered, under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every use reasonable effort best efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and the holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that Prospectus under the filing Securities Act in respect of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationSecurities; (viv) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants or Underwriters' Warrants are no longer outstanding, outstanding and will notify the Underwriters and the holders of the Warrants promptly or Underwriters' Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities or Underwriters' Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that Prospectus under the filing Securities Act in respect of an amendment the Securities or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationUnderwriters' Securities; (viv) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDate, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or to its knowledge the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to its knowledge the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment Prospectus or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationProspectus Supplement; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Preliminary Prospectus, Prospectus and Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or the Preliminary Prospectus, Prospectus and Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every use commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX EXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingoutstanding (“Applicable Period”), and will promptly notify the Underwriters and the holders of the Warrants promptly and confirm the notice in writingwriting of: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission Commissions of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission SEC for filing of any amendment or supplement to the Registration Statement or the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommissions; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission SEC or any state securities commission shall enter a stop order or suspend such qualification the Registration Statement at any time, the Company will make every use commercially reasonable effort efforts to obtain promptly the lifting of such order. Notwithstanding anything to the contrary herein, the Company shall be deemed to have satisfied its obligations pursuant to this Section 4.4 if, on or after the date that is nine (9) months from the Execution Date and at any time prior to the date on which the Warrants are no longer outstanding, the Company shall have filed with the SEC and caused a new registration statement with respect to the Warrant Shares to be declared effective by the SEC so long as such new registration statement remains effective with a current prospectus during the Applicable Period.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment Prospectus (other than routine amendments or supplement supplements filed to update the Registration Statement or Prospectus solely to incorporate into 4 200% of the public offering price per share 5 5% of the aggregate public offering price on the SEC’s XXXXX system shall be deemed to be Closing Date such notificationthe routine disclosures in the subsequent SEC Reports); (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants or Pre-Funded Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly or Pre-Funded Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of for at least nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, Applicable Time and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (vProspectus;(v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 3.6 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, any Preliminary Prospectus, the Statutory Prospectus or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, any Preliminary Prospectus, the Statutory Prospectus or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Representative’s Warrants are no longer outstandingexercisable, and will promptly notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement Statement, the ADS Registration Statement, or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the ADS Registration Statement, or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the ADS Registration Statement, or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Warrants are no longer outstandingexercisable, and will promptly notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement Statement, the ADS Registration Statement, or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the ADS Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the ADS Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX EXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necesary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The During the period when the Base Prospectus and Prospectus Supplement are required to be delivered under the Securities Act, the Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingprospectus, and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement Statement, the Base Prospectus or Prospectus, provided that the filing Prospectus Supplement under the Securities Act in respect of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationSecurities; (viv) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Time of Sale Prospectus, the Base Prospectus or the Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Time of Sale Prospectus, the Base Prospectus or the Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort best efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants and Representative’s Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and Representative’s Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any part thereof, or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement; Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX EXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectus Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectus omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine twelve (912) months from following the Execution Date and the date on which the Date. While any Warrants are no longer remain outstanding, and the Company will notify the Underwriters and holders of the Warrants promptly Representative and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order relating to the Registration Statement or of the initiation, or the threatening, of any proceeding for that purposepurpose or if the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale of the Warrant Shares; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDate, and will notify the Underwriters and holders of the Warrants promptly Representative immediately and confirm the notice in writingwriting of: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state state, provincial or territorial securities commission of any proceedings for the suspension of the qualification of the Securities Public Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission SEC for filing with respect to the Offering of any amendment or supplement to the Registration Statement Statement, the General Disclosure Package or the Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission Commissions, in each case with respect to the Registration StatementOffering; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission SEC or any state securities commission shall enter a stop order or suspend such qualification the Registration Statement at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Representative Warrants and the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Representative Warrants promptly and the Warrants immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) 12 months from the Execution Date and the date on upon which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants promptly immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s XXXXX system, and the posting of the notice of effectiveness on XXXXX, shall be deemed to be such notification; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus, provided that Prospectus under the filing Securities Act in respect of an amendment or supplement to the Registration Statement on the SEC’s XXXXX system shall be deemed to be such notificationSecurities; (viv) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration StatementCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or Statement, the Prospectus or any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order. Notwithstanding the foregoing, as soon as practicable after the one-year anniversary of the Closing Date but in no event later than ten (10) days thereafter, the Company agrees to prepare and file with the Commission a post-effective amendment to the Registration Statement for the resale of the shares of Common Stock issuable upon exercise of the Representative’s Warrant.