Common use of Underlying Shares Clause in Contracts

Underlying Shares. The shares of Common Stock underlying the shares of Preferred Stock shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrant, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary of the date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144).

Underlying Shares. The shares of Common Stock underlying the If (i) all or any shares of Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Preferred Stock, the Conversion Shares underlying the Preferred Stock issued pursuant to any such conversion shall be issued free of legends. If all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following its effective date, the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.

Underlying Shares. The shares of Common Stock underlying the shares of Preferred Stock shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Underlying Shares or if the Warrant is exercised via cashless exercise exercise, more than six months after the issuance date of issuance of the Warrant (or one year in the event there that the information required by Rule 144(c) is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144publicly available) and the holder is not and has not been considered an Affiliate of the Company within the 90 prior ninety (90) days prior to the date of exercise of the Warrantthereof, the Warrant Underlying Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Underlying Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Underlying Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Underlying Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Underlying Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Underlying Shares effective until during the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary term of the date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)Warrants.

Underlying Shares. The shares of Common Stock underlying the If (i) all or any shares of Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Preferred Stock, the Conversion Shares underlying the Preferred Stock issued pursuant to any such conversion shall be issued free of legends. If all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If If, at any time following its effective date, the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.

Underlying Shares. The shares of Common Stock underlying the shares of Series B-1 Preferred Stock shall be issued free of legends. If (i) all or any shares of Series B-2 Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Series B-2 Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Series B-2 Preferred Stock, the Conversion Shares underlying the Series B-2 Preferred Stock issued pursuant to any such conversion shall be issued free of all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following its effective date the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Series B-2 Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Series B-2 Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Series B-2 Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Series B-2 Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Series B-2 Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.

Underlying Shares. The shares of Preferred Stock and the shares of Common Stock underlying the shares of Preferred Stock shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available (including any prospectus contained therein) for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective or is not otherwise available (including any prospectus contained therein) for the sale or resale of the Warrant Shares and thereafter shall promptly notify such holders when the registration statement is effective again and available (including all prospectuses contained therein) for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective until (and each prospectus contained therein available for use) during the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary term of the date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)Warrants.

Underlying Shares. The shares of Common Stock underlying the shares of Series D-1 Preferred Stock shall be issued free of legends. If (i) all or any shares of Series D-2 Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Series D-2 Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Series D-2 Preferred Stock, the Conversion Shares underlying the Series D-2 Preferred Stock issued pursuant to any such conversion shall be issued free of all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than commencing six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the WarrantClosing Date, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following its effective date the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Series D-2 Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Series D-2 Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Series D-2 Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Series D-2 Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Series D-2 Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.

Underlying Shares. The shares of Common Stock underlying the shares of Series C Preferred Stock shall be issued free of legends. If (i) all or any shares of Series D Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Series D Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Series D Preferred Stock, the Conversion Shares underlying the Series D Preferred Stock issued pursuant to any such conversion shall be issued free of all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than commencing six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantapplicable Closing, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following its effective date the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Series D Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Series D Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Series D Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Series D Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Series D Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.

Underlying Shares. The shares of Common Stock underlying the shares of Series A-1 Preferred Stock shall be issued free of legends. If (i) all or any shares of Series A-2 Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Series A-2 Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Series A-2 Preferred Stock, the Conversion Shares underlying the Series A-2 Preferred Stock issued pursuant to any such conversion shall be issued free of all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following its effective date, the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Series A-2 Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Series A-2 Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Series A-2 Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Series A-2 Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Series A-2 Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.

Underlying Shares. The shares of Common Stock underlying the shares of Series A-3 Preferred Stock shall be issued free of legends. If (i) all or any shares of Series A-4 Preferred Stock are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares underlying the Series A-4 Preferred Stock or Rule 144 is available for resale of such Conversion Shares underlying the Series A-4 Preferred Stock, the Conversion Shares underlying the Series A-4 Preferred Stock issued pursuant to any such conversion shall be issued free of all legends and (ii) all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrantexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following its effective date, the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of Conversion Shares underlying the Series A-4 Preferred Stock or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares underlying the Series A-4 Preferred Stock or the Warrant Shares, the Company shall immediately notify the holders of the Series A-4 Preferred Stock and the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when the such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Conversion Shares underlying the Series A-4 Preferred Stock and the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares underlying the Series A-4 Preferred Stock and the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement) Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the earliest of (i) the time that the Warrants have expired, and (ii) the six-month anniversary expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144)such Warrant.