The Registration. Within 30 days after the execution of the Subscription Agreement and the tender, pursuant to the Subscription Agreement, of good funds (the "Purchase"), and continuing for a period of two years from the date of the Purchase, the Company will file a Registration Statement ("Registration Statement") pursuant to the Securities Act of 1933, as amended (the "Securities Act") to register the resale of the Shares purchased (the "Registered Shares") with the Securities and Exchange Commission (the "Commission"). The Company shall promptly give written notice to the Holder of such action. The Company will use their best efforts to cause the Registration Statement to become effective and will actively pursue the effectiveness of the Registration Statement and will keep the Registration Statement current for a period of two years after the date of the Purchase. The Company shall not be obligated to effect more than one registration on behalf of the Holder in connection with the Subscription Agreement. Notwithstanding the foregoing, if the Company is engaged in negotiations in respect of an acquisition or financing transaction and, in the good faith judgment of the Board of Directors such transaction would be adversely affected by the filing of the Registration Statement, the Company shall be entitled to postpone the filing of such registration statement until such transaction would not be adversely affected by such filing but, in any event, for a period not to exceed 90 days.
The Registration. On or prior to the Filing Date, the Company shall use its best efforts to prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise directed by the Purchasers and agreed by the Company) the “Plan of Distribution” attached hereto as ANNEX B. The Company shall take all reasonable steps required to cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use, subject to applicable law, its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two (2) years after the date that such Registration Statement is declared effective by the SEC or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or all such Registrable Securities may be sold without volume restrictions pursuant to Rule 144(k) or any other restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Purchasers (the “Effectiveness Period”).
The Registration. Rights Agreement executed ------------------- on the date hereof is incorporated herein by reference and shall govern the registration of the Warrant Shares.