Common use of Filing; Effectiveness Clause in Contracts

Filing; Effectiveness. The Company shall file the Registration Statement on Form F-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith) under the Securities Act covering the registration of 125% of the Registrable Securities not later than the earlier of (i) 90 days following the closing of the Reverse Transaction and (ii) the six month anniversary of the closing of the transactions (“Financing”) contemplated by the Purchase Agreement (such date shall be referred to as “Filing Date”). The Registration Statement shall contain the “Plan of Distribution” set forth as Exhibit A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold in any manner or may be sold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”).