Common use of Registration of Warrant Shares Clause in Contracts

Registration of Warrant Shares. (a) The Company agrees that, within fifteen (15) Business Days following the Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of one hundred percent (100%) of the maximum number of the Warrant Shares (the “Registration Statement”), and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”), and Subscriber shall provide any comments on the Registration Statement to the Company no later than the one (1) Business Day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Warrant Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Warrant Shares which is equal to the maximum number of Warrant Shares as is permitted by the Commission. In such event, the number of Warrant Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Warrant Shares that were excluded due to limitations on the use of Rule 415 of the Securities Act and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5.

Registration of Warrant Shares. (a) The Company agrees that, within fifteen (15) Business Days following In the Closing Date event that the shares of Common Stock issuable upon exercise of the 2008 Warrant (the “Filing Deadline2008 Warrant Shares”)) are not registered for resale pursuant to an effective registration statement, the Company will file with the Commission (at the Company’s sole cost and expense) Arena shall, thereafter, upon receipt of a registration statement registering the resale of one hundred percent (100%) of the maximum number of the Warrant Shares written request from Mainfield (the “Registration Statement”), and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Notice Date”), prepare and Subscriber shall provide any comments on the Registration Statement to the Company no later than the one (1) Business Day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of file with the Securities Act for and Exchange Commission a shelf registration statement covering the resale of the all 2008 Warrant Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Warrant Shares which is equal to the maximum number of Warrant Shares as is permitted by the Commission. In such event, the number of Warrant Shares or other shares an offering to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted made on a continuous basis pursuant to register additional shares under Rule 415 under the Securities Act, with the 2008 Warrant Shares being treated as “Registrable Securities” in accordance with, and being governed by, that certain Registration Rights Agreement, dated as of December 24, 2003, as amended (“Registration Rights Agreement”), the provisions and terms of which will be applicable thereto mutates mutandis, as if the Company shall amend the and Mainfield had executed such Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Warrant Shares that were excluded due to limitations on the use of Rule 415 Rights Agreement as of the Securities Act and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”)Notice Date; provided, that the Additional Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, furtherhowever, that (i) if such day falls on a Saturday, Sunday or other day that references in the Commission is closed for business, Registration Rights Agreement to the Additional Effectiveness Deadline initial Filing Date shall be extended deemed amended to mean 30 days after the next Business Day on which the Commission is open for business and Notice Date; (ii) if Section 2(b) of the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline Registration Rights Agreement shall be extended by the same number of Business Days deemed amended to require that the Commission remains closed for. Any failure by the Company to file a initial Registration Statement by required to be filed hereunder shall cover the Effectiveness Deadline or Additional Effectiveness Deadline sale of the 2008 Warrant Shares; (iii) Sections 2(e) and 2(f) of the Registration Rights Agreement shall be deemed deleted and shall not otherwise relieve apply; (iv) references in the Company of its obligations Registration Rights Agreement to file or effect a Registration Statement as the initial Required Effectiveness Date shall be deemed amended to mean 120 days after the Notice Date; and (v) the limitations on liquidated damages (including the 1% and 2% calculations and the 10% cap) set forth in Section 2(c) of the Registration Rights Agreement shall apply on an aggregate basis (and not on an individual basis) to the registration rights granted under this Section 55.02 and the Registration Rights Agreement.

Registration of Warrant Shares. (a) The Company agrees that, within fifteen (15) Business Days Promptly following the Closing Date Settlement Effective Date, Arena shall prepare and file with the Securities and Exchange Commission a shelf registration statement covering the resale of all shares of Common Stock issuable upon exercise of the 2006 Warrant (the “Filing Deadline2006 Warrant Shares”)) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act with the 2006 Warrant Shares being treated as “Registrable Securities” in accordance with, and being governed by, the Registration Rights Agreement as amended herein and by the 2006 Amendment, the provisions and terms of which are applicable hereto mutates mutandis, as if the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of one hundred percent (100%) Smithfield had executed such Registration Rights Agreement as of the maximum number of the Warrant Shares (the “Registration Statement”), and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the Filing Deadline (the “Effectiveness Deadline”)Settlement Effective Date; provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, furtherhowever, that (i) if references in the Effectiveness Deadline falls on a Saturday, Sunday or other day that Registration Rights Agreement to the Commission is closed for business, the Effectiveness Deadline initial Filing Date shall be extended deemed amended to mean 30 days after the next Business Day on which the Commission is open for business and Settlement Effective Date; (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft Section 2(b) of the Registration Rights Agreement shall be deemed amended to require that the initial Registration Statement required to be filed hereunder shall cover the Subscriber for review at least two (2) Business Days in advance sale of the date of filing the Registration Statement with the Commission 2006 Warrant Shares; (the “Filing Date”), iii) Sections 2(e) and Subscriber shall provide any comments on the Registration Statement to the Company no later than the one (12(f) Business Day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber Rights Agreement shall be deemed deleted and shall not be identified as a statutory underwriter apply; (iv) references in the Registration StatementRights Agreement to Purchaser Counsel shall be deemed amended to mean Xxxxxxx Xxxx & Xxxxx LLP; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter (v) references in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request Rights Agreement to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Warrant Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Warrant Shares which is equal to the maximum number of Warrant Shares as is permitted by the Commission. In such event, the number of Warrant Shares or other shares to be registered for each selling stockholder named in the Registration Statement initial Required Effectiveness Date shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted deemed amended to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Warrant Shares that were excluded due to limitations on the use of Rule 415 of the Securities Act and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than forty-five (45) calendar mean 120 days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”)Settlement Effective Date; provided, that the Additional Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (iivi) if the Commission is closed for operations due to a government shutdown, limitations on liquidated damages (including the Effectiveness Deadline shall be extended by 1% and 2% calculations and the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as 10% cap) set forth in Section 2(c) of the Registration Rights Agreement and the 2006 Amendment (amending Section 2(c) of the Registration Rights Agreement) shall apply on an aggregate basis (and not on an individual basis) to the registration rights granted under this Section 55.02 and the Registration Rights Agreement.

Registration of Warrant Shares. (a) The Company agrees that, within fifteen (15) Business Days following the Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) Holders of Warrants shall be able to exercise their Warrants only if a registration statement registering relating to the resale Warrant Shares is then in effect, or the exercise of one hundred percent (100%) such Warrants is exempt from the registration requirements of the maximum number Securities Act and such securities are qualified for sale or exempt from qualification under the applicable state blue sky laws. Subject to Black Out Periods (as hereinafter defined), at such time as the average daily Closing Price of the Class A Common Stock is greater than or equal to 85% of the Exercise Price for twenty consecutive Trading Days, AWT will prepare, file and use its best efforts to cause to become effective a registration statement in respect of all of the Warrant Shares (the “Registration Statement”), and the Company AWT shall use its commercially reasonable best efforts to have keep such registration statement continuously effective under the Registration Statement declared effective as soon as reasonably practicable after Securities Act in order to permit the filing thereof, but in any event no later than forty-five (45) calendar days after the Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall prospectus included therein to be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”), and Subscriber shall provide any comments on the Registration Statement to the Company no later than the one (1) Business Day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Companylawfully delivered. Notwithstanding the foregoing, if AWT shall not be required to amend or supplement the Commission prevents registration statement, any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") not to exceed the Company from including any or all shorter of (x) the shares proposed to be registered under the Registration Statement due to limitations period ending on the use of Rule 415 of the Securities Act for the resale of the Warrant Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Warrant Shares which is equal to the maximum number of Warrant Shares as is permitted by the Commission. In such event, the number of Warrant Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Warrant Shares that were excluded due to limitations on the use of Rule 415 of the Securities Act and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than forty-five (45) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company information responsible for the Black Out Period is notified disclosed to the public and (orally or y) 60 days (provided that no two Black Out Periods shall occur during any period of 135 consecutive days) in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, event that (i) if such day falls on an event occurs and is continuing as a Saturdayresult of which the registration statement, Sunday any related prospectus or other day any document incorporated therein by reference as then amended or supplemented would, in AWT's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) AWT determines in its good faith judgment that the Commission is closed for disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of AWT or (B) the Additional Effectiveness Deadline disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided that no Black Out Period may be in effect during the six months prior to the Warrant Expiration Date and there shall be extended no more than three Black Out Periods during the term of the Warrants. Transfer Restric- tions/ Listing: The Warrants will be freely transferrable and freely tradable. AWT shall use its commercially reasonable efforts to secure the next Business Day on listing of the Warrants and the Warrant Shares upon each national securities exchange or automated quotation system, if any, upon which the Commission is open for business shares of Class A Common Stock are then listed and (ii) if the Commission is closed for operations due shall use its commercially reasonable efforts to a government shutdownmaintain such listing, the Effectiveness Deadline so long as any other shares of Class A Common Stock shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline so listed or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5quoted.