Common use of Filing of Shelf Registration Clause in Contracts

Filing of Shelf Registration. As promptly as practicable (but no later than sixty (60) days) following the Company’s becoming eligible to use Form S-3, the Company shall file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission on an appropriate form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415 (or any similar provision that may be adopted by the Commission) under the Act by the Holders of the Registrable Securities from time to time in the manner described in the Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Act as promptly as reasonably practicable following the filing thereof with the Commission, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act; except that the Company shall not be obligated to take any action to effect any such registration or to keep the Shelf Registration Statement continuously effective pursuant to this Section 3(c) and may suspend the use of the prospectus included therein, if in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company; except in no event shall such deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and 3(b)(iii) exceed ninety (90) days in any twelve (12)-month period. The Company shall provide written notice to the Investors prior to such deferral or suspension, which notice need not specify the nature of the event giving rise to such suspension. The Shelf Registration Statement filed pursuant to this Section 3(c)(i) may, subject to the provisions of Section 3(c)(ii), include other securities of the Company with respect to which registration rights have been or may be granted, and may include securities being sold for the account of the Company (collectively, “Other Shares”). The Company in its sole discretion may condition the inclusion of Registrable Securities in a Registration under this Section 3(c) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration). The Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(c) if Form S-3 is not available for such registration.

Filing of Shelf Registration. As promptly as practicable (but no later than sixty (60A) days) following the Company’s becoming eligible to use Form S-3, the The Company shall use its commercially reasonable efforts to prepare and file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission on an any appropriate form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415 (or any similar provision rule that may be adopted by the CommissionSEC) under the Securities Act (a “Shelf Registration”) within 90 days following written demand therefor made by the Holders of at least 25% of the number of Registrable Securities from time (the date of such demand, the “Trigger Date”), but in no event later than the date that is 120 days following the Trigger Date (the “Filing Date”) to time in permit resales of all of the manner described in the Shelf Registration StatementTransfer Restricted Securities. The Company shall agrees to use its commercially reasonable efforts to cause such Shelf Registration to become effective as soon as practicable after the filing thereof and in no event later than 90 days after the Filing Date (the “Effective Date”), and thereafter use its commercially reasonable efforts to keep it continuously effective for the period that will terminate upon the earlier of the date on which all the Transfer Restricted Securities covered by the Shelf Registration have been sold pursuant to such Shelf Registration or are eligible for resale without volume restrictions pursuant to Rule 144(k) under the Securities Act, provided that upon the occurrence or existence of any pending corporate development or any other event that, in the sole judgment of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related prospectus, the Company shall give notice (without notice of the nature of details of such events) to be declared effective under the Act as promptly as reasonably practicable following Holders of Transfer Restricted Securities that the filing thereof with the Commission, and to keep availability of the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold is suspended and, each Holder agrees not to sell any Warrant Shares pursuant to the Shelf Registration Statement until such Holder’s receipt of copies of a supplemented or another registration statement filed under amended prospectus provided for in Section 5(b), or until it is advised in writing by the Act; except Company that the Company shall not prospectus may be obligated to take used, and has received copies of any action to effect any additional or supplemental filings that are incorporated or deemed incorporated by reference in such registration or to keep prospectus. The period during which the availability of the Shelf Registration Statement continuously effective and any prospectus is suspended (the “Suspension Period”) shall, without the Company incurring any obligation to pay Liquidated Damages pursuant to this Section 3(c) and may suspend the use of the prospectus included therein, if in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing3(b)(ii), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company; except in no event shall such deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and 3(b)(iii) exceed ninety (90) 45 days in any twelve (12)-month three-month period or 90 days in any 12-month period. The Company shall provide written notice not be required to the Investors prior to such deferral or suspension, which notice need not specify the nature of the event giving rise to such suspension. The file more than one Shelf Registration Statement filed pursuant to this Section 3(c)(i) mayStatement, subject to the provisions of set forth in Section 3(c)(ii), include other securities of the Company with respect to which registration rights have been or may be granted, and may include securities being sold for the account of the Company (collectively, “Other Shares”). The Company in its sole discretion may condition the inclusion of Registrable Securities in a Registration under this Section 3(c) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration). The Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(c) if Form S-3 is not available for such registration5 hereof.

Filing of Shelf Registration. As Following the Company’s becoming eligible to use Form S-3, as promptly as practicable (but no later than sixty (60) days) following after the Company’s becoming eligible to use Form S-3receipt of a written request from a Holder, the Company shall file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission on an appropriate form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415 (or any similar provision that may be adopted by the Commission) under the Act by the Holders of the Registrable Securities from time to time in the manner described in the Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Act as promptly as reasonably practicable following the filing thereof with the Commission, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act; except that the Company shall not be obligated to take any action to effect any such registration or to keep the Shelf Registration Statement continuously effective pursuant to this Section 3(c) and may suspend the use of the prospectus included therein, if in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company; except in no event shall such deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and 3(b)(iii) exceed ninety (90) days in any twelve (12)-month period. The Company shall provide written notice to the Investors Holders prior to such deferral or suspension, which notice need not specify the nature of the event giving rise to such suspension. The Shelf Registration Statement filed pursuant to this Section 3(c)(i) may, subject to the provisions of Section 3(c)(ii), include other securities of the Company with respect to which registration rights have been or may be granted, and may include securities being sold for the account of the Company (collectively, “Other Shares”). The Company in its sole discretion may condition the inclusion of Registrable Securities in a Registration under this Section 3(c) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration). The Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(c) if Form S-3 is not available for such registration.