Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30, 2018 or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. The Company shall file with the Commission, on or before as soon as practicable but in no event later than 90 days prior to the date that is twenty (20) days after first anniversary of the Closing Date or, in (the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser“Filing Deadline”), a Registration Statement covering the resale of the full amount of the Shares to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofPurchaser. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30as soon as practicable, 2018 orbut in no event later than the date (the “Effectiveness Deadline”), which shall be either: (i) in the case of securities sold to event that the Purchaser pursuant to Commission does not review the participation rights set forth in Section 5.8 hereofRegistration Statement, within ninety (90) 90 days after the delivery of such securities Closing Date (but in any event, no later than three Business Days following the Commission indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the Commission reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the Purchaserresolution of any comments related to filings made by the Company with the Commission or confidential treatment requests made by the Company, 120 days after the Closing Date (but in any event, no later than three Business Days following the Commission indicating that it has no further comments on the Registration Statement). Notwithstanding the above, if the Company has received comments from the Commission or the Staff regarding the Registration Statement, then the Company shall use its reasonable best efforts to resolve any such comments as promptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements registrations statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty (20) as soon as practicable but in no event later than 30 days after the Closing Date or, in (the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser“Filing Deadline”), a Registration Statement covering the resale of the full amount of the Shares to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofPurchaser. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30as soon as practicable, 2018 orbut in no event later than the date (the “Effectiveness Deadline”), which shall be either: (i) in the case of securities sold to event that the Purchaser pursuant to Commission does not review the participation rights set forth in Section 5.8 hereofRegistration Statement, within ninety (90) 90 days after the delivery of such securities Closing Date (but in any event, no later than three Business Days following the Commission indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the Commission reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the Purchaserresolution of any comments related to filings made by the Company with the Commission or confidential treatment requests made by the Company, 120 days after the Closing Date (but in any event, no later than three Business Days following the Commission indicating that it has no further comments on the Registration Statement). Notwithstanding the above, if the Company has received comments from the Commission or the Staff regarding the Registration Statement, then the Company shall use its reasonable best efforts to resolve any such comments as promptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser the Purchasers of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements registrations statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. (a) The Company agrees, subject to the requirements and restrictions of the Securities Act of 1933, as amended (the "Act"), and the terms and conditions herein, to include the reoffer and resale by the Shareholder of the Shares purchased by the Shareholder in this Offering in a registration statement under the Act (the "Registration Statement"). The Registration Statement shall also, at the Shareholder's option, cover the distribution of the Shares to the Shareholder's shareholders. The Company has agreed to utilize its best efforts to (i) file the Registration Statement with the CommissionSecurities and Exchange Commission (the "SEC") no later than March 31, on or before 2004, and (ii) to take such further actions and file such amendments to the date Registration Statement as may be necessary to respond to any comments that the SEC may have in a timely manner and to otherwise take such steps as may be necessary so that the Registration Statement is twenty (20) days declared effective as soon as reasonably practicable after the Closing Date orfiling thereof. Notwithstanding the Company's best efforts, in the case of securities sold to event the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause has not filed the Registration Statement covering with the Shares SEC on or prior to be April 15, 2004, or the Registration Statement is not declared effective by the Commission by March 30SEC on or prior to August 1, 2018 or2004, in the case Company agrees to issue to the Shareholder a number of securities shares of its common stock equal to two percent (2%) of the total number of Shares sold to the Purchaser Shareholder pursuant to the participation rights Subscription Agreement (the "Additional Shares"). In addition, if, at the end of each fifteen (15) calendar day period following April 15, 2004 or August 1, 2004, as applicable, the Company still has not filed the Registration Statement with the SEC, the Company shall issue to Shareholder a number of shares of its common stock equal to two percent (2%) of the total number of Shares (including any Additional Shares) sold or issued to Shareholder pursuant to this Subscription Agreement. Any Additional Shares issued by the Company shall be included with the Shares on the Registration Statement. Notwithstanding the foregoing, the Company shall not be obligated to issue the Additional Shares if the delay in filing of the Registration Statement is caused solely by the Shareholder's failure to deliver, in a commercially reasonable and timely manner, the information regarding the Shareholder that is needed by the Company to complete the Registration Statement. In connection with the foregoing, the Shareholder agrees to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholder as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholder agrees to promptly notify the Company of any changes in the information set forth in Section 5.8 hereof, within ninety (90) days after the delivery Registration Statement regarding Shareholder or Shareholder's plan of such securities to the Purchaser. The Company shall cause distribution as set forth in such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this AgreementStatement.

Registration of the Shares. The 6.1 Within 30 days following the Closing, the Company shall will prepare and file with the Commission, SEC a registration statement on Form S-3 (or before such other form that the date that is twenty (20Company may be eligible to use) days after the Closing Date or, in the case of securities sold relating to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser sale of the Shares or securities sold by Purchaser from time to time (the Purchaser pursuant "Registration Statement"), and use its best efforts, subject to Section 5.8 hereof. (For purposes receipt of this Article IVnecessary information from Purchaser, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the such Registration Statement covering the Shares to be declared effective by the Commission SEC as soon as practicable after the SEC has completed its review process. The Company agrees to use its best efforts to keep such Registration Statement effective until the date on which the Shares may be resold by March 30Purchaser without registration by reason of Rule 144(k) under the Act of 1933 or any other rule of similar effect. Notwithstanding the foregoing, 2018 orfollowing the effectiveness of the Registration Statement, in the case Company may, at any time, suspend the effectiveness of securities sold the Registration Statement for up to no longer than 30 days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any twelve (12) month period. Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, Purchaser will not sell any Shares pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under until (i) Purchaser is advised in writing by the Securities Act until all Shares covered by such Registration Statement have been sold or Company that the use of the applicable prospectus may be sold without volume restrictions pursuant resumed, (ii) Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to Rule 144be incorporated by reference in such prospectus. The Purchaser further covenants to notify the Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale sale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreementits Shares.

Registration of the Shares. The Company shall file with the Commissionagrees that as soon as practicable, on or before the date that is but in no event later than twenty (20) days Business Days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 date hereof, thirty (30) days after it shall use its commercially reasonable efforts to file with the delivery of such securities to Commission a registration statement for the Purchaserregistration, a Registration Statement covering under the resale to the public by Purchaser Securities Act, of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofPrivate Placement Securities. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use its commercially reasonable efforts to cause the Registration Statement covering same to become effective within sixty (60) Business Days following the Shares date hereof and to be maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Private Placement Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the Commission by March 30, 2018 or, in sixtieth (60th) Business Day following the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 date hereof, within ninety holders of the Private Placement Warrants shall have the right, during the period beginning on the sixty-first (9061st) days Business Day after the delivery of date hereof and ending upon such securities to registration statement being declared effective by the Purchaser. The Commission, and during any other period when the Company shall cause such Registration Statement fail to remain have maintained an effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements registration statement covering the resale of all the shares of Common Stock issuable upon exercise of the Shares shall have been filed withPrivate Placement Warrants, and declared effective by, to exercise such Private Placement Warrants on a “cashless basis,” by exchanging the Commission pursuant Private Placement Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the terms and conditions lesser of this Agreement.(A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Private Placement Warrants, multiplied by the

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofLOCK-UP. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.a) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective received by the Commission by March 30, 2018 or, in Sellers as consideration for the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company Units shall cause such Registration Statement to remain effective not initially be registered under the Securities Act until all Shares covered of 1933, as amended (the "Securities Act"), and shall bear a legend to such effect in the form determined by such Registration Statement have been sold or may be sold without volume restrictions the Buyer. The Buyer hereby agrees to file a registration statement pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements Securities Act, covering the resale of all of the Shares (the "Registration Statement") by the Sellers and the employees of the Company receiving Shares upon the distribution contemplated by Section 1.1 hereof (each a "Selling Stockholder" and collectively, the "Selling Stockholders"), as soon as practicable but in no event later than 60 days from the date of this Agreement (the "Filing Date"). The Buyer will use its reasonable best efforts to cause such Registration Statement to be declared effective by the Securities Exchange Commission (the "SEC") as soon as practicable after such filing. The Buyer also agrees to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) the date on which the Selling Stockholders shall have been filed withsold all of the Shares and (ii) the date on which all of the Shares are eligible to be sold or transferred, and declared effective bywithout holding period or volume limitations, the Commission pursuant to Rule 144 promulgated under the terms Securities Act (the "Effective Period"). The Buyer agrees to provide to each Selling Stockholder the number of copies of the final prospectus and conditions of this Agreement.any amendments or supplements thereto as are

Registration of the Shares. The Company shall on the later of five (5) business days following, (i) the consummation of the Acquisition and (ii) March 1, 2006, file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold SEC a shelf registration statement relating to the Purchaser pursuant offer and sale by Seller and the Seller Owners at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the participation rights set forth Securities Act and in Section 5.8 hereofaccordance with this Agreement, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of all the Shares or securities sold to (the Purchaser pursuant to Section 5.8 hereof"Registration Statement"). (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially its reasonable best efforts to cause have the Registration Statement covering the Shares to be declared effective by as promptly as practicable (with such date on which the Commission by March 30Registration Statement becomes effective referred to as the "Effective Date"), 2018 or, in including but not limited to filing the case of securities sold to the Purchaser Registration Statement as an automatic shelf registration statement pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90Rule 462(e) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Act, if available. Promptly upon receipt thereof, Company shall deliver to Seller and the Seller Owners a copy of the order of the SEC declaring the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness effective and a copy of such Registration Statement after and any amendments thereto together with an opinion of counsel representing the Company confirms effectiveness with for the Commission. The Company hereby covenants purposes of such Registration, in form and agrees substance reasonably acceptable to use reasonable commercial efforts Seller and the Seller Owners, addressed to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Seller and the Seller Owners, including, confirming that the Registration Statements covering the resale of Statement is effective and that all of the Shares shall have been filed withduly registered and, and declared effective by, the Commission pursuant subject to the terms and conditions of transfer restrictions contained in this Agreement, are freely transferable and that all of the shares have been admitted for listing on the NASDAQ Stock Market.

Registration of the Shares. The Company shall file with the CommissionSEC, on or before the date that is twenty as soon as practicable but in no event later than ninety (2090) days after the Closing Date or, in the case of securities sold prior to the Purchaser pursuant to expiration of the participation rights set forth in Section 5.8 hereof, thirty Restricted Term (30) days after the delivery of such securities to the Purchaser“Filing Deadline”), a Registration Statement registration statement covering the resale of the full amount of the Shares (the “Registration Statement”) to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofInvestor. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30SEC as soon as practicable, 2018 orbut in no event later than the date (the “Effectiveness Deadline”), which shall be either: (i) in the case of securities sold to event that the Purchaser pursuant to SEC does not review the participation rights set forth in Section 5.8 hereofRegistration Statement, within ninety (90) days after the delivery of such securities Closing Date (but in any event, no later than three (3) Business Days following the SEC indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the SEC reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the Purchaserresolution of any comments related to filings made by the Company with the SEC or confidential treatment requests made by the Company, one hundred and twenty (120) days after the Closing Date (but in any event, no later than three (3) Business Days following the SEC indicating that it has no further comments on the Registration Statement). Notwithstanding the above, if the Company has received comments from the SEC or the staff of the SEC regarding the Registration Statement, then the Company shall use its reasonable best efforts to resolve any such comments as promptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser the Investor of the effectiveness of such Registration Statement after the Company confirms effectiveness with the CommissionSEC. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission SEC on Form S-3 (except if the Company is not then eligible to register for resale the Shares on Form S-3, in which case such registration shall be on another appropriate form) until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission SEC pursuant to the terms and conditions of this Agreement.

Registration of the Shares. The 6.1 As soon as practical following the Closing, and in any event within 10 days thereafter, the Company shall will prepare and file with the Commission, SEC a registration statement on Form S-3 (or before such other form that the date that is twenty (20Company may be eligible to use) days after the Closing Date or, in the case of securities sold relating to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser sale of the Shares or securities sold by Purchaser from time to time (the Purchaser pursuant "Registration Statement"), and use its best efforts, subject to Section 5.8 hereof. (For purposes receipt of this Article IVnecessary information from Purchaser, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the such Registration Statement covering the Shares to be declared effective by the Commission SEC as soon as practicable after the SEC has completed its review process. In the event the Registration Statement has not been declared effective by March 30the SEC within 60 days of its filing date, 2018 orthe purchase price shall be re-calculated as follows: (a) if the effective date occurs more than 60 days but less than 75 days from the filing date, in the case purchase price shall be reduced by five percent (5%), (b) if the effective date occurs more than 75 days but less than 120 days from the filing date, the purchase price shall be reduced by ten percent (10%) and (c) if the effective date has not occurred within 120 days from the filing date, the purchase price shall be reduced by twenty-five percent (25%). Within 15 days of securities sold the earlier of (i) the effective date of the Registration Statement or (ii) the date that is 120 days from the filing date, the Company shall refund the amount of the discount to the Purchaser pursuant by making a cash payment to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause agrees to use its best efforts to keep such Registration Statement to remain effective until the date on which the Shares may be resold by Purchaser without registration by reason of Rule 144(k) under the Securities Act until all Shares covered by such of 1933 or any other rule of similar effect. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to no longer than 30 days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if the Company shall have been sold or determined that the Company may be sold without volume restrictions pursuant required to Rule 144disclose any material corporate development. The Company shall promptly notify will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any twelve (12) month period. Purchaser agrees that, upon receipt of the effectiveness of such Registration Statement after any notice from the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the a Suspension Period, Purchaser will not sell any Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions Registration Statement until (i) Purchaser is advised in writing by the Company that the use of this Agreement.the applicable prospectus

Registration of the Shares. The Company shall prepare and file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, SEC a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30, 2018 or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission registration statement on Form S-3, or if Form S-3 until one or more is not available, then any other appropriate form (the "Registration Statements Statement"), covering the resale of all of the Registrable Shares (as hereinafter defined) within 120 days following the date hereof, provided, that if, at any time from and after the Closing until the end of such 120-day period, the Company files with the SEC a Registration Statement relating to an offering of any of the Company's equity securities, for its own account or others, the Company shall include in such registration statement all of the Registrable Shares; provided, however, that in connection with a Registration Statement relating to an offering of the Company's equity securities for its own account, if the managing underwriter advises the Company that the registration of Registrable Shares would interfere with the successful marketing (including pricing) of the shares that the Company proposes to register, the Registrable Shares shall be covered only to the extent approved by the managing underwriter. In addition, the Company shall use its reasonable best efforts to (i) cause such Registration Statement to become effective as soon as practicable thereafter, and (ii) subject to the provisions of Section 5(o), keep the Registration Statement continuously effective and available for use at all times until the date which is the earlier of (x) the date on which all of the Registrable Shares have been filed withsold pursuant to such Registration Statement, or (y) the date after which all of the Registrable Shares may be immediately sold to the public without registration and without restriction as to the number of Registrable Shares to be sold pursuant to Rule 144(k) under the Securities Act (the "Registration Period"). For purposes of this Section 5, the term "Registrable Shares" shall mean (A) the Shares, and declared effective by(B) any shares of Common Stock or other securities of the Company issued or issuable in respect of the Shares in connection with any stock split, stock dividend, recapitalization or similar event. The Company shall respond to each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement as promptly as reasonably practicable. If to the actual knowledge of a senior officer of the Company or the Company's outside counsel the SEC and the staff of the SEC have no comments (or no further comments) concerning such Registration Statement, the Commission pursuant to Company shall as soon as practicable, but in any case within three business days, request from the terms and conditions SEC acceleration of this Agreementthe effectiveness of the Registration Statement.