Filing for Registrable Securities. The Company shall file with the Commission, within forty five (45) days from the date of this Agreement, a registration statement on Form S-3 or S-1 for the resale of all of the Registrable Securities (“Registration Statement”). The Registration Statement will include 618,860 Registrable Securities for resale by Holder (subject to [Section 2.3(b)] below). The Registration Statement must be declared effective by the Commission within seventy five (75) days from the date of this Agreement. Notwithstanding the foregoing, the Company will use best efforts to file the Registration Statement within thirty (30) days and to have the Registration Statement declared effective by the Commission within sixty (60) days from the date of this Agreement.
The Company shallshall, within thirty (30) calendar days upon the date of execution of this Agreement, use its best efforts to file with the Commission, within forty five (45) days from the date of this Agreement,SEC a registration statementRegistration Statement or Registration Statements (as is necessary) on Form S-3 or S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities (“Securities, which Registration Statement”). TheStatement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement will include 618,860also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registrable Securities for resale by Holder (subject to [Section 2.3(b)] below). The Registration Statement mustwhich would be declared effective by the Commission within seventy five (75) days fromissuable on the date of this Agreement. Notwithstandingpreceding the foregoing, the Company will use best efforts to filefiling of the Registration Statement within thirty (30) daysbased on the closing bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to haveother parties as set forth in the Registration Statement declared effective byEquity Financing Agreement except to the Commission within sixty (60) days fromextent that the dateSEC requires the share amount to be reduced as a condition of this Agreement.effectiveness.
The Company shallshall, within thirty (30) calendar days following the date of execution of this Agreement, use its best efforts to file with the Commission, within forty five (45) days from the date of this Agreement,SEC a registration statementRegistration Statement or Registration Statements (as is necessary) on Form S-3 or S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities (“Securities, which Registration Statement”). TheStatement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement will include 618,860also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registrable Securities for resale by Holder (subject to [Section 2.3(b)] below). The Registration Statement mustwhich would be declared effective by the Commission within seventy five (75) days fromissuable on the date of this Agreement. Notwithstandingpreceding the foregoing, the Company will use best efforts to filefiling of the Registration Statement within thirty (30) days andbased on the closing bid price of the Company's Common Stock on such date except to have the Registration Statement declared effective byextent that the Commission within sixty (60) days fromSEC requires the dateshare amount to be reduced as a condition of this Agreement.effectiveness.
Mandatory Registration. The Company shall file with the Commission,shall, within forty five (45)thirty (30) calendar days from the date of this Agreement, afile with the SEC an initial Registration Statement on Form S-1 (or on another registration statement on Form S-3form the Company is eligible to file), covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective counsel (in any case including all of the Commitment Shares), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Formation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or S-1supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC as soon as practicable. The Company shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities (“Registration Statement”covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement will include 618,860 Registrable Securities for resale by Holder (subject(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to [Section 2.3(b)] below). The Registration Statement muststate a material fact required to be declared effective bystated therein, or necessary to make the Commission within seventy five (75) days fromstatements therein, in light of the date of this Agreement. Notwithstanding the foregoing, the Company will use best efforts to file the Registration Statement within thirty (30) days and to have the Registration Statement declared effective by the Commission within sixty (60) days from the date of this Agreement.circumstances in which they were made, not misleading.
The Company shallshall, within one hundred twenty (120) calendar days upon the date of execution of this Agreement, file with the Commission, within forty five (45) days from the date of this Agreement,SEC a registration statementRegistration Statement or Registration Statements (as is necessary) on Form S-3 or S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities (“Securities, which Registration Statement”). TheStatement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement will include 618,860also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registrable Securities for resale by Holder (subject to [Section 2.3(b)] below). The Registration Statement mustwhich would be declared effective by the Commission within seventy five (75) days fromissuable on the date of this Agreement. Notwithstandingpreceding the foregoing, the Company will use best efforts to filefiling of the Registration Statement within thirty (30) daysbased on the closing bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to haveother parties as set forth in the Registration Statement declared effective byPurchase Agreement except to the Commission within sixty (60) days fromextent that the dateSEC requires the share amount to be reduced as a condition of this Agreement.effectiveness.
Shelf Registration. The Company shall # prepare and file withan initial Registration Statement under the Commission,Securities Act as soon as practicable, and in any event within forty five (45)10 calendar days from the date of this Agreement, a registration statement on Form S-3 or S-1 forfollowing any Installment Payment Date to permit the resale of all of the Registrable Securities (“Registration Statement”). The Registration Statement will include 618,860 Registrable Securities for resalefrom time to time as permitted by Holder (subject to [Section 2.3(b)] below). The Registration Statement must be declared effectiveRule 415 (or any similar provision adopted by the Commission within seventy five (75) days fromthen in effect) of the date of this Agreement. Notwithstanding the foregoing, theSecurities Act and # use its reasonable best efforts to cause such initial Registration Statement to become effective as soon as practicable after filing thereof. The Company will use its reasonable best efforts to filecause the Registration Statement within thirty (30) days andfiled pursuant to havethis [Section 3.01(a)] to be continuously effective under the Securities Act (and, if such Registration Statement ceases to be effective, as soon as practicable to restore its effectiveness or to file and have declared effective a new Registration Statement), with respect to any Holder, until the date on which there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). A Registration Statement filed pursuant to this [Section 3.01(a)] shall be on such appropriate registration form of the Commission as shall be selected by the Commission within sixty (60) days fromCompany; provided that, if the Company is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two Business Days immediately following such date, the Company shall provide the Holders with notice of this Agreement.the effectiveness of such Registration Statement.
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