Common use of Resale Shelf Registration Statement Clause in Contracts

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare, between the date that is 180 days after the date hereof file and cause to be declared effective, no later than on the first Business Day following the one year anniversary of the date hereofof this Agreement, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible as of such one year anniversary of the date of this Agreement to register for resale the Registrable Securities on Form F-3 or Form S-3, then such the Company shall use its commercially reasonable efforts to prepare, file and cause to be declared effective, no later than on the first Business Day following the one year anniversary of the date of this Agreement, a registration shall be statement on another appropriate form and which shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersHolders) (any such registration statement, the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof ), (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toshall, between at the date that is 180 days request of any Investor, prepare and file within twelve (12) months after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the HoldersInvestors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders Investors in accordance with any reasonable method of distribution elected by the PurchasersInvestors) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable within twelve (12) months after the filing thereof date hereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the CompanyCompany for the resale of the Registrable Securities in a firmly underwritten offering and in an offering that is not firmly underwritten).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 to prepare and file within 120 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S‑3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3S‑3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 to prepare and file within 90 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by any Investor Party holding Registrable Securities (the “Holders”), on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersInvestor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between the date that is 180 days as soon as reasonably practicable after the date hereof and Company’s Form 20-F for the first anniversary of the date hereofyear ended December 31, register all of the Registrable Securities not already registered for resale by an effective registration statement on 2021 is filed, a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersHolders) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 to prepare and file within 120 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersInvestor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 days after the date hereof to prepare and file no later than the first anniversary of Business Day following the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on Restricted Period a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any other reasonable method of distribution elected by the PurchasersInvestors) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts toto prepare and file, between the date that is 180 within 90 days after the date hereof and the first anniversary of the date hereofClosing Date, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement Automatic Shelf Registration Statement as such term is defined in Rule 405 that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between on or prior to the date that is 180 sixty (60) days after prior to the date hereof and the first third anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersPurchaser) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between the date that is 180 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts toto prepare and file, between as promptly as reasonably practicable upon the date that is 180 days after the date hereof and the first anniversary written request of the date hereofInvestor, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the HoldersInvestors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (which may be in the form of a prospectus supplement to an existing Form S-3) (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form form, including a resale registration statement on Form S-1, and shall provide for the registration of such Registrable Securities for resale by the Holders Investors in accordance with any reasonable method of distribution elected by the PurchasersInvestors) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (such effectiveness date, the “Effectiveness Date”) (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the CompanyCompany or a prospectus supplement filed in respect of an automatic shelf registration statement).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 to prepare and file within 120 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto file, between the date that as soon as is 180 days after the date hereof and the first anniversary reasonably practicable following determination of the date hereoftotal number of Registrable Securities, register all of the Registrable Securities not already registered for resale by an effective registration statement on but in any event no later than September 29, 2023, a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersMajority Holders) (the “Resale Shelf Registration StatementRegistration”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between the date that is 180 days after the date hereof and no later than the first anniversary of Business Day following the date hereofCommon Stock Restricted Period, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersInvestor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company). 1 Note to Draft: To reflect the number Tranche 2 Shares determined in accordance with the Investment Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 to file as soon as reasonably practicable (but in any event not later than 20 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on this Agreement) a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersMajority Holders) (the “Resale Shelf Registration StatementRegistration”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare, between file and cause to be declared effective, no later than ninety (90) calendar days following the date that is 180 days after the date hereof and the first anniversary of the date hereofthis Agreement, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible as of such ninetieth day after the date of this Agreement to register for resale the Registrable Securities on Form F-3 S-3 or would not be eligible to use such Form S-3S-3 to resell all of the Registrable Securities, then such the Company shall use its commercially reasonable efforts to prepare, file and cause to be declared effective, no later than ninety (90) calendar days following the date of this Agreement, a registration shall be statement on another appropriate form and which shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersHolders) (any such registration statement, the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof ), (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between no later than the date that is 180 days after later of (a) the date hereof 30th calendar day following the Conversion Approval Date and (b) the first anniversary of 30th calendar day following the date hereofReverse Split Approval Date (such date, register all of the Registrable Securities not already registered for resale by an effective registration statement on “Filing Date”) , a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersSellers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by no later than the SEC as promptly as is reasonably practicable after thirtieth calendar day following the filing thereof Filing Date (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto (a) prepare and file, between no later than the date that is 180 days after 180th calendar day following the date hereof and the first anniversary of the date hereofClosing, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersSellers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company), and (b) shall use its reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable best efforts toto file, between at least ninety (90) days prior to the date that is 180 days after the date hereof and the first anniversary expiration of the date hereof, register all eighteen (18) month lock-up period set forth in Section 4.1 of the Registrable Securities not already registered for resale by an effective registration statement on Investment Agreement (the "Lock-Up Period"), a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the such Holders in accordance with any reasonable method of distribution elected by the PurchasersHolders) (the “"Resale Shelf Registration Statement”) " and such registration, the "Resale Shelf Registration"), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC Commission as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available thereof, but in any event prior to the Company)expiration of the Lock-Up Period.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to, between the date that is 180 days after the date hereof and to file on or prior to the first anniversary expiration date of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on Lock-Up Period a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersK▇▇▇) (the “Resale Shelf Registration StatementRegistration”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between the date that is 180 days after the date hereof and no later than the first anniversary of Business Day following the date hereofCommon Stock Restricted Period, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersInvestor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto prepare and file, between no later than the date that is 180 days after later of (a) the date hereof 30th calendar day following the Company Stockholder Approval Date and (b) the first anniversary of 180th calendar day following the date hereofClosing (such date, register all of the Registrable Securities not already registered for resale by an effective registration statement on “Filing Date”) , a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersSellers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by no later than the SEC as promptly as is reasonably practicable after thirtieth calendar day following the filing thereof Filing Date (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject to Section 2.2, upon the other applicable provisions written request of this Agreementany Holder, the Company shall use its commercially reasonable best efforts to, between the date that is 180 to prepare and file as promptly as reasonably practicable (and in any event no later than 30 days after the date hereof and the first anniversary of the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on following any such written request) a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersHolders) (any such registration statement, the “Resale Shelf Registration Statement”) and shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts toto file, between as soon as is reasonably practicable following the date that is 180 of this Agreement, but in any event no later than sixty (60) days after the date hereof and the first anniversary of following the date hereof, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act Act, of all the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersMajority Holders) (the “Resale Shelf Registration StatementRegistration”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. Subject Upon the written request of the Purchaser, which request may be made on or after the date that is 90 days prior to the other applicable provisions expiration of this Agreementthe Lock-Up Period (such date the “Registration Rights Effective Date”), the Company shall use its commercially reasonable efforts toto prepare, between file and cause to be declared effective, no later than the date that is 180 days after the date hereof and the first anniversary of the date hereofEffectiveness Deadline, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible as of the Registration Rights Effective Date to register for resale the Registrable Securities on Form F-3 or Form S-3, then such the Company shall use its commercially reasonable efforts to prepare, file and cause to be declared effective, no later than the Effectiveness Deadline, a registration shall be statement on another appropriate form and which shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the PurchasersHolders) (any such registration statement, the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof ), (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, if, at any point following the date that is three (3) years following the date of this Agreement, if an Investor so requests in a written notice delivered to the Company, the Company shall use its commercially reasonable efforts toto file, between the date that is 180 within forty-five (45) days after the date hereof and the first anniversary of the date hereofsuch written request, register all of the Registrable Securities not already registered for resale by an effective registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company).

Resale Shelf Registration Statement. (i) Subject to the other applicable provisions of this Agreement, the Company Partnership shall use its commercially reasonable efforts toprepare and file promptly, between but no later than on the date that is 180 days after seventh (7th) Business Day following the date hereof and the first anniversary of the date hereofClosing Date, register all of the Registrable Securities not already registered for resale by a Shelf Registration Statement (or an effective amendment or supplement to a previously filed registration statement on a registration statement on Form F-3 or Form S-3 statement) covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities issued to the Sellers in connection with the Acquisition on Form S-3 (except if the Company Partnership is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then in which case such registration Shelf Registration Statement shall be effected on another appropriate form and shall provide for such purpose pursuant to the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Purchasers) (the “Resale Shelf Registration Statement”) and Act). The Partnership shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared become effective by the SEC as promptly soon as is reasonably practicable after the initial filing thereof of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (it being agreed that the Resale i) three years following such Shelf Registration Statement’s Effective Date and (ii) the date on which all Registrable Securities covered by such Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with have been sold (the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company“Effectiveness Period”).