Common use of 1Grant of Right Clause in Contracts

1Grant of Right. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 without any volume or other limitations), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if ​ ​ such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. ​

1Grant of Right. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 without any volume or other limitations), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty thirty (6030) days after receipt of a Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that if the Demand Notice is issued within 50 days prior to the beginning of the Company’s fiscal year, the 30 day period shall be extended until 80 days after the last day of the prior fiscal year; and provided further that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if ​ ​ such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedstatement. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days Business Days after the date of the receipt of any such Demand Notice. ​.

1Grant of Right. If at Whenever the Company proposes to register any time on Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or after a transaction to which Rule 145 of the Initial Exercise DateAct is applicable, there is no effective or (ii) a registration statement registeringon Form S-4, S-8 or the prospectus contained therein is any successor form thereto or another form not available for registering the issuance ofShares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Warrant Shares Company shall give prompt written notice (in any event no later than ten (10) business days prior to the filing of such registration statement) to the Holder or if the resale of the Warrant Shares cannot be made pursuant Company’s intention to an exemption from effect such a registration under and, subject to the Securities Act (including under Rule 144 without any volume or other limitations)remaining provisions of this Section 4.1, the Company, upon written demand (a “Demand Notice”) shall include in such registration such number of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants this Purchase Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will file that it has determined in good faith that marketing factors require a registration statement with limit on the Commission covering the Registrable Securities within sixty number of Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (60) days after receipt of a Demand Notice and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the offering covered by Company shall include in such registration statement or (i) first, the number of Shares that the Company proposes to sell and (ii) second, the number of Shares, if ​ ​ any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such registration statement relates to an persons on the basis of the number of Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten primary offering of securities on behalf of the Company, until the offering covered by Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedoffering. The demand for registration may be made at any time beginning Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the Initial Exercise Date and expiring on earlier of (i) the fifth anniversary of the Effective DateDate and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s333-273324) to all other registered Holders of the Warrants and/or covering the Registrable Securities within ten (10) days after the date of the receipt of any remains effective at such Demand Notice. ​time.

1Grant of Right. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 without any volume or other limitations), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if ​ ​ such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. ​