Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate number of Initial Registrable Securities issued and outstanding or deemed issued and outstanding on an as-converted basis as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date), subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary of the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE")Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 S-1 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 S-1 is unavailable for such a registration, the Company shall use such other form as is available for such a registrationregistration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that the number of shares of Common Stock equal to the aggregate number of Initial Registrable Securities issued and outstanding or deemed issued and outstanding on an as-converted basis determined as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date)SEC, subject to adjustment as provided in Section 2(e2(f). The Initial Registration Statement shall contain the “Selling Stockholders” section and “Plan of Distribution” attached hereto as Annex I . The Company shall use its best commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary Initial Effectiveness Deadline provided that in the event that the Company is unable to register for resale under Rule 415 all of the Initial Closing Date Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the "INITIAL EFFECTIVENESS DEADLINE")Company needs to withdraw the Initial Registration Statement and refile a new Initial Registration Statement in order to rely on Rule 415) only such limited portion of the Initial Registrable Securities (equivalent to the Initial Required Registration Amount) as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors in proportion to the number of Registrable Securities held by such Investors. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of (i) 45 30 days prior to the first anniversary of after the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement on Form S-3 S-3, covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% of the aggregate number of Initial Registrable Securities issued and Warrant Shares issuable upon exercise of all the outstanding or deemed issued and outstanding on an as-converted basis Initial Warrants as of the trading day second Trading Day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC (as if all SEC. The calculations set forth in this paragraph shall be made without regard to any limitations on the exercise of the Initial Preferred Shares Warrants and such calculation shall assume that the Mandatory Preferred Shares Initial Warrants are then issuable under exercisable into shares of Common Stock at the Securities Purchase Agreement were issued and outstanding on such date), subject to adjustment then-prevailing Warrant Exercise Price (as provided defined in Section 2(ethe Initial Warrants). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary of date which is 150 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, ------------------------------ and, as soon as reasonably practicable practicable, but in no event later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 60 days after the expiration of the lock-up provisions set forth Closing Date (as defined in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2Agreement) therein (the "LOCK-UP EXPIRATIONInitial Filing Deadline") if Form S-3 is available for file with the SEC an Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement Statements (as necessary) on Form S-3 covering the resale of all of the Initial Registrable SecuritiesSecurities relating to the Initial Notes and Initial Warrants which are to be issued on the Initial Closing Date (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate sum of (y) the product of (i) 2.0 and (ii) the number of Initial Registrable Securities issued and outstanding or deemed issued and outstanding Conversion Shares issuable upon conversion of the Initial Notes (without regard to any limitations on an as-converted basis conversions) as of the trading day date immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date)SEC, subject to adjustment as provided in Section 2(e3(b), plus (z) the number of Initial Warrant Shares issuable upon exercise of the Initial Warrant (without regard to any limitations on exercise) as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). The Company shall use its best efforts to have the Initial cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicablepossible, but in no event later than the first anniversary of 135 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINEInitial Effectiveness Deadline").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable practicable, but in no event not later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE")Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 F-3 all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, but in no event covering the resale of less than all of the Initial Registrable Securities. In the event that Form S-3 F-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registrationregistration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate number of Initial Registrable Securities issued and outstanding or deemed issued and outstanding on an as-converted basis equal to the Initial Required Registration Amount as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC. If any SEC (as if all Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on the Initial Preferred Shares and Registration Statement, the Mandatory Preferred Shares then issuable under the number of Registrable Securities Purchase Agreement were issued and outstanding to be registered on such dateRegistration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Warrant Shares held by such Investors), subject and second by Registrable Securities represented by Interest Shares (applied, in the case that some Interest Shares may be registered, to adjustment the Investors on a pro rata basis based on the total number of unregistered Conversion Shares held by such Investors), and third by Registrable Securities represented by Conversion Shares (applied, in the case that some Interest Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Conversion Shares) held by such Investors; provided, however, the parties hereto agree that the Initial Registration Statement shall include up to four quarters of Interest Shares (based on an assumed Interest Conversion Rate on the date such Registration Statement is filed), and Registrable Securities represented by Conversion Shares may be excluded from such Initial Registration Statement before excluding such Registrable Securities representing the first four quarters of Interest Shares. The Initial Registration Statement shall contain (except as provided otherwise reasonably directed by the Required Holders or required pursuant to written comments received from the SEC upon review of such Initial Registration Statement) the “Selling Stockholders” and “Plan of Distribution” sections in Section 2(e). substantially the form attached hereto as Exhibit A. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary of the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE")Effectiveness Deadline.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable practicable, but in no event later than the earlier of (i) 45 30 days prior to the first anniversary of after the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth as defined in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2Agreement) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate sum of (y) the product of (i) 1.5 and (ii) the number of Initial Registrable Securities issued and outstanding or deemed issued and outstanding Conversion Shares issuable upon conversion of the Initial Preferred Shares (without regard to any limitations on an as-converted basis conversions) as of the trading day date immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date)SEC, subject to adjustment as provided in Section 2(e3(b), plus (z) the number of Initial Warrant Shares issuable upon exercise of the Initial Warrants (without regard to any limitations on exercise) as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). The Company shall use its best efforts to have the Initial cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicablepossible, but in no event later than the first anniversary of 120 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE")Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registrationregistration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that the number of shares of Common Stock equal to the aggregate number of Initial Registrable Securities issued and outstanding or deemed issued and outstanding on an as-converted basis determined as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date)SEC, subject to adjustment as provided in Section 2(e2(f). The Initial Registration Statement shall contain the “Selling Stockholders” section and “Plan of Distribution” attached hereto as Annex I. The Company shall use its best commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary Initial Effectiveness Deadline provided that in the event that the Company is unable to register for resale under Rule 415 all of the Initial Closing Date Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the "INITIAL EFFECTIVENESS DEADLINE")Company needs to withdraw the Initial Registration Statement and refile a new Initial Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities (equivalent to the Initial Required Registration Amount) as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors in proportion to the number of Registrable Securities held by such Investors. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of thirty (i30) 45 days prior to the first anniversary of after the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"), file with the SEC the Initial a Registration Statement on Form SB-2 (or on Form S-3, if Form S-3 is then available for the registration of the resale of the Registrable Securities hereunder), covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate sum of (x) 110% of the number of Initial Registrable Securities issued and Warrant Shares issuable upon exercise of all the outstanding or deemed issued and outstanding on an as-converted basis Initial Warrants as of the trading day second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC and (y) 175% of the greater of (A) $15,000,000 divided by the arithmetic average of the Weighted Average Price (as if all defined in the Notes) of the Common Stock on each of the five (5) consecutive Trading Days ending on the second Trading Day immediately preceding the date the Initial Preferred Registration Statement is initially filed with the SEC and (B) the number of Initial Conversion Shares and issuable upon conversion of all the Mandatory Preferred Shares then issuable under outstanding Initial Notes as of the Securities Purchase Agreement were issued and outstanding on such date)second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The calculations set forth in this paragraph shall be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, and such calculations shall assume that the Notes and Warrants are then convertible and exercisable, respectively, into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), except as provided above, and Warrant Exercise Price (as defined in the Warrants), respectively. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary of date which is one hundred twenty (120) days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of forty five (i45) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein Closing Date (the "LOCK-UP EXPIRATION") if Form S-3 is available for the “Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"Filing Deadline”), file with the SEC the Initial a Registration Statement on Form S-3 S-3, covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate sum of (x) 110% of the number of Initial Registrable Securities issued and Warrant Shares issuable upon exercise of all the outstanding or deemed issued and outstanding on an as-converted basis Initial Warrants as of the trading day second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC and (y) 175% of the greater of (A) $20,000,000 divided by the arithmetic average of the Weighted Average Price (as if all defined in the Notes) of the Common Stock on each of the five (5) consecutive Trading Days ending on the second Trading Day immediately preceding the date the Initial Preferred Registration Statement is initially filed with the SEC and (B) the number of Conversion Shares and issuable upon conversion of all the Mandatory Preferred Shares then issuable under outstanding Notes as of the Securities Purchase Agreement were issued and outstanding on such date)second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The calculations set forth in this paragraph shall be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, and such calculations shall assume that the Notes and Warrants are then convertible and exercisable, respectively, into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), and Warrant Exercise Price (as defined in the Initial Warrants), respectively. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary of date which is one hundred twenty (120) days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE"“Initial Effectiveness Deadline”).

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration April 2, 1999 (the "INITIAL SCHEDULED FILING DEADLINEDATE"), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3 covering the resale of all of the Registrable Securities relating to the Initial Registrable SecuritiesPreferred Shares, the Mandatory Preferred Shares, the Initial Warrants and the Mandatory Warrants (the "INITIAL REGISTRABLE SECURITIES"). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Any initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the aggregate sum of (I) product of (x) 2.0 and (y) the number of Initial Registrable Securities issued relating to the Initial Preferred Shares and outstanding or deemed issued and outstanding on an as-converted basis the Mandatory Preferred Shares as of the trading day date immediately preceding the date the Initial Registration Statement is initially filed with the SEC (calculated as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date)) and (II) the product of (a) 1.25 and (b) the number of Initial Registrable Securities relating to the Initial Warrants and Mandatory Warrants as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e3(b). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary of 90 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINESCHEDULED EFFECTIVE DATE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable practicable, but in no event later than the earlier of (i) 45 120 days prior to the first anniversary of after the Initial Closing Date (as defined in the Securities Purchase Agreement) or if the Company’s registration statement on Form S-3 (iiRegistration No. 333-109081) (the “September S-3”) has not been declared effective by the SEC within 120 days after the Initial Closing Date, then no later than 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein September S-3 is declared effective (the "LOCK-UP EXPIRATION") if Form S-3 is available for the “Initial Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"Filing Deadline”), file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that the number of shares of Common Stock equal to the aggregate sum of (A) the product of (x) 1.75 and (y) the maximum number of shares of Common Stock issuable upon conversion of the Initial Registrable Notes (assuming for purposes hereof, that the Initial Notes are convertible at the Initial Valuation Price (as defined in the Securities issued Purchase Agreement) and outstanding or deemed issued without taking into account any limitations on the conversion of the Initial Notes set forth in the Initial Notes) and outstanding (B) the product of (x) 1.25 and (y) the maximum number of shares of Common Stock issuable upon exercise of the Initial Warrants (without taking into account any limitations on an as-converted basis the exercise of the Initial Warrants set forth in the Initial Warrants) as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date)SEC, subject to adjustment as provided in Section 2(e2(f). The Initial Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the “Selling Stockholders” section in substantially the form attached hereto as Exhibit B and the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the first anniversary date which is the earlier of (x) 60 days after the date of filing of Initial Registration Statement and (y) 180 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE"“Initial Effectiveness Deadline”).