Common use of Ineligibility for Form S-3 Clause in Contracts

Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) use such other form as is available for such a registration on another appropriate form that the Company is then eligible to use and (ii) use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as practicable after the Company becomes eligible to use such form, provided that the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. Notwithstanding the foregoing, the Company shall take all actions necessary to maintain its eligibility to register the Registrable Securities for resale by the Investors on Form S-3.

Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company Buyer shall (i) use such other form as is available for such a registration on another appropriate form that the Company Buyer is then eligible to use and (ii) use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as practicable after the Company Buyer becomes eligible to use such form, provided that the Company Buyer shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. Notwithstanding the foregoing, the Company Buyer shall take all actions necessary to maintain its eligibility to register the Registrable Securities for resale by the Investors Seller on Form S-3.

Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) use such other form as is available for such a registration register the resale of the Registrable Securities on Form S-1 or another appropriate form that reasonably acceptable to the Company is then eligible to use Required Holders and (ii) use its reasonable best efforts undertake to register the Registrable Securities on Form S-3 as soon as practicable after the Company becomes eligible to use such formform is available, provided that the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. Notwithstanding In the foregoingevent the Registrable Securities are registered on a Form S-1 (or such other form other than a Form S-3), the Effectiveness Deadline shall not be applicable and the Company shall take all actions necessary be obligated to maintain use its eligibility reasonable efforts to register have the Registrable Securities for resale Registration Statement declared effective by the Investors on Form S-3SEC as soon as reasonably practicable following the filing thereof.