Common use of THE REGISTRATION REQUIREMENTS Clause in Contracts

THE REGISTRATION REQUIREMENTS. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock issuable on conversion of the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following:

THE REGISTRATION REQUIREMENTS. The Company represents and warrants that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file such Registration Statement no later than March 16, 1998 (the "Registration Date") and use its best efforts to cause such Registration Statement to become effective as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement thereafter. Such Registration Statement shall be filed on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock Shares issuable on conversion of the Debentures Preferred Stock and the resale of the Warrant Stock issuable upon the exercise of the Warrants. In addition, and the Company shall take all action necessary to qualify the Underlying Stock and the Warrant Stock Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder Holders for purposes of maximizing the proceeds realizable by the Holder Holders from such sale and distribution. The Company shall distribute copies of the Registration Statement to the Holders promptly after the filing thereof and shall give the Holders no less than ten days after receipt of such Registration Statement the opportunity to provide comments thereto. Such best efforts by the Company shall include, without limitation, the following:

THE REGISTRATION REQUIREMENTS. The Company shall file as shall, promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Datedate hereof, file and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth one hundred fiftieth (90th150th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stocksuch filing date, a registration statement (a "Registration Statement") on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock issuable on conversion all Registrable Securities including, without limitation, all of the Debentures Common Stock reserved for issuance from time to time pursuant to the Common Stock Investment Agreement. The Company warrants and represents to the resale Holders that, to the best of its knowledge and belief and notwithstanding anything herein to the Warrant Stock issuable upon the exercise contrary, Form S-3 became available for purposes of the Warrantssuch registration on or before March 1, and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock under state "blue sky" laws as hereinafter provided1997. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution preparation and filing of an undertaking to file any and all amendments and post-effective amendmentsamendments and supplements as may be necessary or appropriate so to effect such registration, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder Holders for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following: