Common use of Reporting Company; Form S-3 Clause in Contracts

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has filed all reports required thereby. The Company is eligible to register the Debenture Shares and Warrant Shares for resale in a secondary offering by each Investor on a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that could reasonably be expected to prohibit or delay the preparation, filing or effectiveness of any such registration statement.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, Act and has filed all reports required thereby. The Provided none of the Purchasers is deemed to be an underwriter with respect to any shares, the Company is eligible to register the Debenture Shares and the Warrant Shares for resale in a secondary offering by each Investor the Purchaser on a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act. To the Company's ’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of or any circumstances that may delay or prevent the obtaining of accountant's ’s consents) that reasonably could reasonably be expected to prohibit or delay the preparation, preparation and filing or effectiveness of any such a registration statementstatement on Form S-3 that will be available for the resale of the Shares and the Warrant Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, Act and has filed all reports required therebyto be filed by the Company pursuant to the Exchange Act for a period of at least 12 calendar months immediately preceding the date hereof. The Company is eligible to register the Debenture Shares and the Warrant Shares for resale in a secondary offering by each Investor the Purchaser on a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act. To the Company's ’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of or any circumstances that may delay or prevent the obtaining of accountant's ’s consents) that reasonably could reasonably be expected to prohibit or delay the preparation, preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares or effectiveness of any such registration statementthe Warrant Shares by the Purchaser.

Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the Registrable Securities for resale by the Investors on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has filed all reports required thereby. The Company is eligible to register the Debenture Shares and Warrant Shares for resale in a secondary offering by each Investor on a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act. To the Company's ’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of or any circumstances that may delay or prevent the obtaining of accountant's ’s consents) that could reasonably would be expected to prohibit or delay the preparation, preparation and filing or effectiveness of any such a registration statementstatement on Form S-3 that will be available for the resale of the Registrable Securities by the Investors.