Common use of Eligibility for Form S-3 Clause in Contracts

Eligibility for Form S-3. The Company represents and warrants that on the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form, and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that on as of the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will thereafter shall use its best efforts to meet remain eligible to use Form S-3, and the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form, form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that on as of the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will thereafter shall use its best efforts to meet remain eligible to use Form S-3, and the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a) (which consent shall not be unreasonably withheld), shall register the sale of the Registrable Securities on another appropriate form, form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants ------------------------ covenants that on as of the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will thereafter shall use its best efforts to meet remain eligible to use Form S-3, and the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a) (which consent shall not be unreasonably withheld), shall register the sale of the Registrable Securities on another appropriate form, form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants that on the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company ------------------------ covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities on and after the thirtieth (30th) day following the date of issuance of the Series C Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form, form and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents and warrants that on the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities pursuant to Section 2(a), which consent will not be unreasonably withheld, shall register the sale of the Registrable Securities on another appropriate form, and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents and warrants that that, to the best of its knowledge, on and after the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will shall use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities pursuant to Section 2(a), which consent shall not be unreasonably withheld, shall register the sale of the Registrable Securities on another appropriate form, form and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 (or convert such other form to Form S-3) as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants that on the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities on and after the thirtieth (30) day following the Closing Date and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding holders of a majority of the Registrable Securities pursuant to Section 2(a) (which consent shall not be unreasonably withheld), shall register the sale of the Registrable Securities on another appropriate form, form and not more than forty-five (45) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants that on the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities on and after the twentieth (20) day following the date of issuance of the Convertible Notes and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a) (which consent shall not be unreasonably withheld), shall register the sale of the Registrable Securities on another appropriate form, form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that on the date hereof it currently meets will meet the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities on and after the thirtieth (30th) day following the date of issuance of the Series A Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company Company; (x) (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form, form and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SECSEC or (y) at the request of the Investors, shall redeem the outstanding Series A Preferred Shares at a price equal to the Redemption Price (as defined in the Certificate of Determination) all in accordance with the redemption provisions set forth in Section 3 of the Certificate of Determination.

Eligibility for Form S-3. The Company represents represents, warrants and warrants that on the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities on and after the fifteenth (15th) business day following the date of issuance of the Series E Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form, form and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants ------------------------ and warrants covenants that on as of the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities and the Company has filed all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will thereafter shall use its best efforts to meet remain eligible to use Form S-3, and the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of the Investors holding a majority of the Registrable Securities each Investor pursuant to Section 2(a) (which consent shall not be unreasonably withheld), shall register the sale of the Registrable Securities on another appropriate form, form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that on the date hereof it currently meets will meet the requirements for the use of Form S-3 for registration of the sale by the Investors Buyers and any other Investor of the Registrable Securities on and after the thirtieth (30th) day following the date of issuance of the Preferred Stock and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company Company: (i) with the consent of the Investors holding a majority of the Registrable Securities pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form, form and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Initial Registration Statement, the Additional Registration Statement or any other Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents represents, warrants and warrants covenants that on as of the date hereof it currently meets the requirements for the use of Form S-3 for registration of the sale resale by the Investors Buyers and any other Investor of the Registrable Securities and thereafter shall use its best efforts to remain eligible to use Form S-3, and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. The Company covenants that on and after the date hereof it will use its best efforts to meet the requirements for the use of Form S-3 for registration of the sale by the Investors of the Registrable Securities and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors registration of the resale of Registrable SecuritiesSecurities hereunder, then the Company shall (i) with the consent of the Investors holding a majority of the Registrable Securities pursuant to Section 2(a), shall register the sale resale of the Registrable Securities on another appropriate form, form reasonably acceptable to the holders of at least 66-2/3% of the Registrable Securities and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.