Common use of Effectiveness Deadline Clause in Contracts

Effectiveness Deadline. The Company shall (i) within 45 days after the Closing Date, file with the Securities and Exchange Commission (the “SEC”) a shelf-registration statement under the Securities Act (x) under which the Offering Holders (as defined below) may sell Offering Shares (as defined below) (y) that registers Offering Shares that are shares of Common Stock in an amount that is no less than 130% of the number of shares of Common Stock issuable upon the conversion of all of the then outstanding Convertible Bonds whether or nor such are then convertible, (ii) use its reasonable best efforts to have such registration statement declared effective within 120 days after the Closing Date, and (iii) at all times until the Registration Termination Date (as defined below), the Company shall maintain an effective shelf-registration statement under which the Offering Holders may sell Offering Shares that are shares of Common Stock that covers a number of shares of Common Stock that is no less than 130% of the number of Unissued Offering Shares that are shares of Common Stock plus the number of Outstanding Offering Shares that are shares of Common Stock. As used herein, “Offering Shares” means, as of any time, (a) shares of Common Stock previously issued upon conversion of the Convertible Bonds and not previously sold pursuant to an effective registration statement under the Securities Act or in a brokers’ transaction (as defined in Rule 144(g) promulgated under the Securities Act) (the “Outstanding Offering Shares”), and (b) shares of Common Stock then issuable upon conversion of the then outstanding Convertible Bonds (assuming for this purpose, that all such outstanding Convertible Bonds are fully converted, whether or not then convertible, and that any shareholder approval required for the issuance of such shares or units has been obtained) (the “Unissued Offering Shares”). The Investor (so long as it holds any Convertible Bonds or Offering Shares), together with its affiliates, and any Persons who hold any Convertible Bonds or Offering Shares acquired from any Offering Holder are hereafter referred to as “Offering Holders.” The Company agrees that no Person other than Offering Holders shall be permitted to sell shares of Common Stock or other securities pursuant to the shelf registration statement contemplated hereby. The Company will include in any registration statement filed or maintained by the Company pursuant to this Section 1(a) (i) the information required under the Securities Act to be so included concerning the Offering Holders that may be provided by the Offering Holders in writing to the Company from time to time, and (ii) a section entitled “Plan of Distribution”, that describes the various procedures that may be used by the Offering Holders in the sale of Offering Shares. As used herein, the term “Registration Termination Date” means the first date after the first anniversary of the Closing upon which (a) the number of Offering Shares is less than two percent (2%) of the number of shares of Common Stock then outstanding and (b) no Offering Holder and its affiliates holds Offering Shares that represent more than one percent (1%) of the number of shares of Common Stock outstanding unless all such Offering Shares are then eligible for resale under Rule 144(k) promulgated under the Securities Act.

Effectiveness Deadline. The Company shall (i) within 45 days after the Closing Date, file with the Securities and Exchange Commission (the “SEC”) a shelf-registration statement under the Securities Act (x) under which the Offering Holders (as defined below) may sell Offering Shares (as defined below) (y) that registers Offering Shares that are shares of Common Stock in an amount that is no less than 130% of the number of shares of Common Stock issuable upon the conversion of all of the then outstanding Convertible Bonds shares of Series A Preferred Stock or Series C Preferred Stock whether or nor such shares are then convertible, (ii) use its reasonable best efforts to have such registration statement declared effective within 120 days after the Closing Date, and (iii) at all times until the Registration Termination Date (as defined below), the Company shall maintain an effective shelf-registration statement (x) under which the Offering Holders may sell Offering Shares that are shares of Common Stock, (y) if the Shares or Alternate Preferred Stock are then convertible or have been converted into New Preferred Stock Units, under which the Offering Holders may sell Offering Shares that are New Preferred Stock Units, and (z) that covers a number of shares of Common Stock that is no less than (a) 130% of the number of Unissued Offering Shares that are shares of Common Stock plus the number of Outstanding Offering Shares that are shares of Common StockStock and (b) if the Shares or Alternate Preferred Stock are then convertible or have been converted into New Preferred Stock Units, 130% of the number of the Unissued Offering Shares that are New Preferred Stock Units plus the number of Outstanding Offering Shares that are New Preferred Stock Units. As used herein, “Offering Shares” means, as of any time, (a) shares of Common Stock or New Preferred Stock Units previously issued upon conversion of the Convertible Bonds Shares, Alternate Preferred Stock or New Preferred Stock Units or as a dividend or redemption payment in respect of, the Shares or Alternate Preferred Stock and not previously sold pursuant to an effective registration statement under the Securities Act or in a brokers’ transaction (as defined in Rule 144(g) promulgated under the Securities Act) (the “Outstanding Offering Shares”), and (b) shares of Common Stock then issuable upon conversion of the then outstanding Convertible Bonds Shares, Alternate Preferred Stock or New Preferred Stock Units (assuming for this purpose, that all such outstanding Convertible Bonds Shares, Alternate Preferred Stock or New Preferred Stock Units are fully converted, whether or not then convertible, and that any shareholder approval Stockholder Approval required for the issuance of such shares or units has been obtained) (the “Unissued Offering Shares”). The Investor (so long as it holds any Convertible Bonds or Offering Shares), together with its affiliates, and any Persons who hold any Convertible Bonds or Offering Shares acquired from any Offering Holder are hereafter referred to as “Offering Holders.” The Company agrees that no Person other than Offering Holders shall be permitted to sell shares of Common Stock or other securities pursuant to the shelf registration statement contemplated hereby. The Company will include in any registration statement filed or maintained by the Company pursuant to this Section 1(a) (i) the information required under the Securities Act to be so included concerning the Offering Holders that may be provided by the Offering Holders in writing to the Company from time to time, and (ii) a section entitled “Plan of Distribution”, that describes the various procedures that may be used by the Offering Holders in the sale of Offering Shares. As used herein, the term “Registration Termination Date” means the first date after the first anniversary of the Closing upon which (a) the number of Offering Shares is less than two percent (2%) of the number of shares of Common Stock then outstanding and (b) no Offering Holder and its affiliates holds Offering Shares that represent more than one percent (1%) of the number of shares of Common Stock outstanding unless all such Offering Shares are then eligible for resale under Rule 144(k) promulgated under the Securities Act.units