Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDED, HOWEVER, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the Company believes would have a material adverse effect on any proposal or plan by the Company to engage in any acquisition, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offering; PROVIDED FURTHER, HOWEVER, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days in any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the Company believes would have a material adverse effect on any proposal or plan by the Company to engage in any acquisition, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's ’s securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's ’s securities after such an offering; PROVIDED FURTHERprovided further, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days in any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. The Company shallshall use commercially reasonable efforts to, as expeditiously as reasonably possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become effective and remain use commercially reasonable efforts to keep it effective for the a period required by Section 3.1.3of up to two (2) years; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to ninety (90) days (or, if the Company intends to initiate a registration, during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred twenty eighty (120180) daysdays after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective), and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders Investors requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement it would require disclosure of a material fact or plan that the Company believes would have a material adverse effect on any proposal or plan by the Company be materially detrimental to engage in any acquisition, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market its shareholders for the Company's securities after such an offeringRegistration Statement to be effected at such time; PROVIDED FURTHERprovided further, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days once in any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. The Company shall, as expeditiously as possible (and in any event within sixty (60) days after receipt the date notice of a request for a Demand Registration pursuant to Section 2.1is given by Demanding Holders), prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty thirty (12030) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders Demanding Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (in the exercise of its fiduciary duties to the Company and its stockholders), it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (xb) such registration statement would require premature disclosure of a material fact or plan information that the Company believes would have has a material adverse effect on any proposal bona fide business purpose for preserving as confidential, or plan by (c) render the Company unable to engage in any acquisitioncomply with requirements under the Securities Act or the Exchange Act, merger or other significant transaction or (y) then the Company has filed a registration statement relating shall have the right to any of the Company's securities and the Company believes that the filing of the registration statement relating defer taking action with respect to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offeringfiling; PROVIDED FURTHERprovided further, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (30) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan, (ii) a registration relating to a Rule 145 transaction, (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1Registration, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3hereunder; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, and in the event of a Piggy Back Registration, the Company has the right to terminate the registration at its choosing, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement it would require disclosure not be in the best interests of a material fact or plan that the Company believes would have a material adverse effect on any proposal or plan by the Company and its stockholders for such Registration Statement to engage in any acquisitionbe effected at such time; provided further, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offering; PROVIDED FURTHER, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the holders shall provide at least fifteen (15) business days’ notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission.

Filing Registration Statement. The Company shallshall use its best efforts to, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on Form S-3 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered Registered thereunder in accordance with the intended method(s) of distribution thereofthereof (provided however, in the event that the Company is not qualified to use Form S-3, the Company shall provide the SNI Holders with an explanation in writing as to the reason(s) the Company is not so qualified to the reasonable satisfaction of the SNH Holders’ legal counsel), and shall use commercially reasonable its best efforts to cause such Registration Statement to become effective and remain use its best efforts to keep it effective for the period required by Section 3.1.3; PROVIDED, HOWEVER, that the . The Company shall have the right to defer any Demand Registration for up to one hundred twenty thirty (12030) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration Demand Registration to which such Piggy-Piggy- Back Registration relates, in each case if the Company shall furnish to the holders of the Registrable Securities to be included in such Registration Statement a certificate signed by the Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement it would require disclosure of a material fact or plan that be materially detrimental to the Company believes would have a material adverse effect on any proposal or plan by the Company and its shareholders for such Registration Statement to engage in any acquisitionbe effected at such time; provided further, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offering; PROVIDED FURTHER, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days in any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDED, HOWEVER, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the Company believes would have a material adverse effect on any proposal or plan by the Company to engage in any acquisition, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's ’s securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's ’s securities after such an offering; PROVIDED FURTHER, HOWEVER, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days in any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. The Company shall, as expeditiously as possible (and in any event within sixty (60) days after receipt the date notice of a request for a Demand Registration pursuant to Section 2.1is given by Demanding Holders), prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty thirty (12030) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders Demanding Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (in the exercise of its fiduciary duties to the Company and its stockholders), it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (xb) such registration statement would require premature disclosure of a material fact or plan information that the Company believes would have has a material adverse effect on any proposal bona fide business purpose for preserving as confidential, or plan by (c) render the Company unable to engage in any acquisitioncomply with requirements under the Securities Act or the Exchange Act, merger or other significant transaction or (y) then the Company has filed a registration statement relating shall have the right to any of the Company's securities and the Company believes that the filing of the registration statement relating defer taking action with respect to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offeringfiling; PROVIDED FURTHERprovided further, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (30) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan, (ii) a registration relating to a Rule 145 transaction, (ii i) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

Filing Registration Statement. The Company shallshall use its reasonable best efforts to, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable best efforts to keep it effective for the period required by Section 3.1.3Effectiveness Period; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty sixty (12060) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating thatif, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Company Board”), (x) such registration statement it would require disclosure of a material fact or plan that be materially detrimental to the Company believes would have a material adverse effect on any proposal or plan by the Company and its shareholders for such Registration Statement to engage in any acquisition, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities be effected at such time and the Company believes Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, in which case the registration statement relating Company shall furnish to the Registrable Securities would materially adversely effect the offering Demanding Holders a certificate signed by the Chairman of the Board or an executive officer of the Company or certifying such good faith determination by the market for the Company's securities after such an offeringBoard; PROVIDED FURTHERprovided, HOWEVERfurther, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate a total of ninety (90) consecutive calendar days, or more than one hundred eighty twenty (180120) total calendar days in any 365-day period in respect of a Demand Registration hereunderperiod.

Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDED, HOWEVER, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the Company believes would have a material adverse effect on any proposal or plan by the Company to engage in any acquisition, merger or other significant transaction or transaction, (y) the Company has filed a registration statement relating to any of the Company's ’s securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's ’s securities after such an offeringoffering or (z) it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; PROVIDED FURTHER, HOWEVER, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days in any 365-day period in respect of a Demand Registration hereunder.

Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.12.1 or a demand for registration pursuant to Section 2.3, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities Insider Shares to be registered thereunder in accordance with the intended method(s) of distribution thereof, and and, subject to the last sentence of this Section 3.1.1, shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration or a registration pursuant to Section 2.3 for up to one hundred twenty sixty (12060) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company after consultation and advise of counsel to the Company, (x) such registration statement it would require disclosure of a material fact or plan that be materially detrimental to the Company believes would have a material adverse effect on any proposal or plan by the Company and its shareholders for such Registration Statement to engage in any acquisitionbe effected at such time; provided further, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offering; PROVIDED FURTHER, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days once in any 365-day period in respect of a Demand Registration hereunder; provided, further, that the Insiders shall provide at least fifteen (15) Business Days notice of the date on which they wish the Company to prepare and file a Registration Statement with the Commission. In the case of a Registration Statement filed pursuant to a Great Point Demand Registration, the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective within 90 days of the Company’s receipt of the written demand for such registration pursuant to Section 2.1.1 (the “Demand Date”), if not reviewed by the Commission, or within 180 days of the Demand Date in the event such Registration Statement is reviewed by the Commission.

Filing Registration Statement. The Company shallshall use its best efforts to, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, but in any event not later than sixty (60) days after receiving such request for a Demand Registration, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, cause any such Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement or amendment or the date of such supplement, (x) to comply in all material respects with the applicable requirements of the Securities Act and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall use commercially reasonable its best efforts to cause such Registration Statement to become effective and remain use its best efforts to keep it effective for the period required by Section 3.1.3; PROVIDEDprovided, HOWEVERhowever, that the Company shall have the right to defer any Demand Registration for up to one hundred twenty thirty (12030) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders applicable Investors a certificate signed by the Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement it would require disclosure of a material fact or plan that be materially detrimental to the Company believes would have a material adverse effect on any proposal or plan by the Company and its shareholders for such Registration Statement to engage in any acquisitionbe effected at such time; provided further, merger or other significant transaction or (y) the Company has filed a registration statement relating to any of the Company's securities and the Company believes that the filing of the registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offering; PROVIDED FURTHER, HOWEVERhowever, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice or for more than an aggregate of one hundred eighty (180) days once in any 365-day period in respect of a Demand Registration hereunder.