Common use of Automatic Registration Clause in Contracts

Automatic Registration. The Company hereby agrees with the holders of the Securities or their transferees (other than a transferee who acquires shares pursuant to Rule 144 or an effective registration statement) (collectively, the "Holders") that no later than four months following the date of the Initial Closing, the Company shall prepare and file a registration statement under the 1933 Act with the SEC covering the resale of the Warrant Shares and, if applicable, the Automatic Conversion Shares (collectively, the "Reserved Shares"), and the Company will use its reasonable best efforts to cause such registration to become effective within three months thereafter. In the event that the Company's registration statement has not been declared effective by the SEC within seven months following the date of the Initial Closing or if the registration statement has been suspended beyond 60 days in any one instance or a total of 90 days in any 365-day period, the Company shall pay to the Holders a cash fee equal to 1.5% of the principal amount of the Notes until such time as the registration is effective or the suspension ceases and the prospectus may be used. The Company's obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the 1933 Act.