Common use of Filing and Effectiveness of Registration Statement Clause in Contracts

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 60 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 120 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 1.50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Except as provided in Schedule 2.A. hereto, the Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 days after the Closing Date, a Registration Statement on Form S-3 relating to the offer and sale resale of the Registrable Securities by the holders thereof and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event not later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 .50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as (i) the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration StatementStatement and (ii) the Company shall have received all necessary Nevada gaming regulatory approvals, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 60 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 150 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 1.00 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 60 days after the Closing Date, a Registration Statement on Form S-3 relating to the offer and sale resale of the Registrable Securities by the holders thereof and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event not later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 .50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as (i) the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration StatementStatement and (ii) the Company shall have received all necessary Nevada gaming regulatory approvals, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 45 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 120 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($2.50 per share0.40). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section SECTION 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 forty-five (45) days after (a) the Closing DateDate with respect to the Common Shares and (b) from the date of issuance with respect to the Deficiency Shares, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 180 ninety (90) days after (a) the Closing Date, assuming Date with respect to the Common Shares and (b) from the date of issuance with respect to the Deficiency Shares. Investor's exclusive remedy for purposes hereof a Conversion Price under the Certificate failure to comply with the provisions of Designation of $2.50 per sharethe preceding sentence is set forth in the Purchase Agreement. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInitial Investor. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two three (3) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. (i) The Company shall use its reasonable best efforts to prepare and file with the Commission not later than 90 45 calendar days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 90 calendar days (150 calendar days in the event of a "full review" by the Commission) after the Closing Date, assuming for purposes hereof a Conversion Price . The number of Shares designated in the Registration Statement to be registered shall include all the Registrable Securities and shall include appropriate language regarding reliance upon Rule 416 under the Certificate of Designation of $2.50 per shareSecurities Act to the extent permitted by the Commission. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify each of the Buyer Investors when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInvestors. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business five (5) days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor Investors by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 thirty (30) days after the Closing Date, a Registration Statement (using a conversion price with respect to the Debenture Shares of One Cent ($0.01) per share) relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 one hundred and twenty (120) days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 per share. The Company shall promptly (and, in any event, no more than 24 twenty-four (24) hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInitial Investor. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable SecuritiesSecurities other than those securities issued or issuable by the Company to PHD or investors introduced to the Company by PHD and which securities are covered by registration rights agreements containing terms and conditions substantially similar to those contained herein (collectively, the "OTHER REGISTRATION RIGHTS AGREEMENTS"). The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 twenty-four (24) hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 days after the Closing Date, a Registration Statement relating to the offer and sale of registration statement registering the Registrable Securities and within 30 days after April 3, 2001 (such registration statement is referred to herein as the "REGISTRATION STATEMENT"). The Company shall use its best efforts to cause the Commission to declare such the Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Closing DateApril [__], assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 per share2001. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as (i) the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration StatementStatement and (ii) the Company shall have received all necessary Nevada gaming regulatory approvals, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 days after the Closing Date, as soon as practicable a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under Deadline (as defined in the Certificate of Designation of $2.50 per shareDebenture). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.. (B) ELIGIBILITY FOR USE OF FORM S-3 OR AN SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form. (C)

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 the date five (5) business days after the Closing Datedate the Company files the Form 10K for its fiscal year ending December 31, 1999, but in no event later than April 15, 2000, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after June 30, 2000, registering a number of shares equal to 19.9% of the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate total number of Designation shares of $2.50 per shareCommon Stock then outstanding. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Except for the securities listed on Schedule 2(a), the Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 sixty (60) days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 one hundred and eighty (180) days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate Debenture of Designation of Four Dollars ($2.50 4 (U.S.)) per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in excess of ten million (10,000,000) shares of Common Stock in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 180 270 days after the Closing Date; provided, assuming however, that if the effectiveness of the Registration Statement is delayed directly as a result of disclosure in the Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 per sharean additional 60 days. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInitial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. , except as set forth on the attached Schedule 2(a) The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 1.50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 180 270 days after the Closing Date; provided, assuming however, that if the effectiveness of the Registration Statement is delayed directly as a result of disclosure in the Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 per sharean additional 60 days. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerBuyer Initial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. , except as set forth on the attached Schedule 2(a) The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of $2.50 1.75 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 90 days after the Closing Date, as soon as practicable a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under Deadline (as defined in the Certificate of Designation of $2.50 per shareDebenture). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer Holder when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerHolder. At such time after the filing of the Registration Statement pursuant to this Section 2(a2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty- eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor Holder by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.