Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority Holders). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Date, and (iii) keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon the date on which all Registrable Securities covered by such Registration Statement that are held by a Holder may be sold pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), as determined by the mutual written agreement of the Company and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once the Company is no longer required to keep the Initial Registration Statement effective with respect to all or a portion of the Registrable Securities of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale of such shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunder. Registration Rights Agreement
Filing and Effectiveness Obligations. On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement (the "INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial
Filing and Effectiveness Obligations. The Company shall prepare and file with, the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or if Form S-3 is unavailable to the Company, such other form as is available) for an offering to be made on a continuous basis pursuant to a "shelf" registration statement under Rule 415 promulgated under the Securities Act (the "Initial Registration Statement") which shall cover the issuance of all Registrable Securities then issuable on conversion of all of the Series A Preferred Stock issued on September 7, 2000 and the date hereof, and may also register the sale of shares requested to be sold by parties who, prior to the date hereof, have contractual rights with the Company to register the sale of shares, provided that the number of shares of Registrable Securities to be included in the Initial Registration Statement shall not be reduced unless all other securities of the Company are first entirely excluded from such registration. The registration statement shall state, to the extent permitted by Rule 416 promulgated under the Securities Act that it covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Series A Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar events, or by reason of changes in the conversion price in accordance with the terms of the Certificate of Designation. The Company shall use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than September 7, 2001, and to take all
Filing and Effectiveness Obligations. On or prior to the Filing ------------------------------------ Date, the Company shall prepare and file with the Commission a Registration Statement (the "Initial Registration Statement") which shall cover all ------------------------------ Registrable Securities for an offering to be made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or any successor form). The Company shall use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) from the Effectiveness Date until the date when all Registrable Securities covered by such Initial Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such effect (the "Effectiveness Period"). The number of shares -------------------- of Common Stock initially included in the Initial Registration Statement shall be no less than 100% of the number of shares of Common Stock that are issued at the Closing pursuant to the Purchase Agreement. The Company may register the resale of securities in the Registration Statement on behalf of shareholders other than the Holders.
