Common use of Continued Effectiveness Clause in Contracts

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf (a “Subsequent Shelf Registration Statement”) registering the resale of all Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective and available for use for the remainder of the period set forth in Section 10.2.

Continued Effectiveness. If The Company shall use its reasonable best efforts to keep any Shelf ceases Registration Statement filed pursuant to be Section 2.02(a) continuously effective under the Securities Act for any reason at any time during in order to permit the period described in Section 10.2 and while there are any Warrants outstanding, Prospectus forming a part thereof to be usable by Shelf Holders until the Company shall use its commercially reasonable efforts earliest of (i) the date as of which all Registrable Securities have been sold pursuant to as promptly as is reasonably practicable cause such the Shelf to again become effective Registration Statement or another Registration Statement filed under the Securities Act (including using its commercially reasonable efforts but in no event prior to obtain the prompt withdrawal applicable period referred to in Section 4(3) of any order suspending the effectiveness of such ShelfSecurities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder and shall use its commercially reasonable efforts to, (iii) such shorter period as promptly as is reasonably practicable, amend the Institutional Investors with respect to such Shelf Registration shall agree in a manner reasonably expected writing (such period of effectiveness, the “Shelf Period”). Subject to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf (a “Subsequent Shelf Registration Statement”) registering the resale of all Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filedSection 2.02(d), the Company shall use not be deemed to have used its commercially reasonable best efforts to (i) cause such Subsequent keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to become effective under the take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep pursuant to such Subsequent Shelf Registration Statement continuously effective and available for use for during the remainder of the period set forth in Shelf Period, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 10.22.02(d) or (y) required by applicable law, rule or regulation.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the The Company shall use its commercially reasonable best efforts to as promptly as is reasonably practicable cause keep such Shelf to again become Registration Statement continuously effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf)including, and shall use its commercially reasonable efforts toif necessary, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf by renewing or file an additional registration statement as refiling a Shelf (Registration Statement prior to expiration of the existing Shelf Registration Statement or by filing with the SEC a “Subsequent post-effective amendment or a supplement to the Shelf Registration Statement or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement”) registering , if required by the resale of all Warrant Shares from time rules, regulations or instructions applicable to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein. Any the registration form used by the Company for such Subsequent Shelf Registration Statement shall or by the Securities Act, the Exchange Act, any state securities or blue sky Laws, or any rules and regulations thereunder) in order to permit the prospectus forming a part thereof to be on Form S-3 usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on or another appropriate form. If a Subsequent Shelf Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) and (ii) the date as of which each of the Holders is filedpermitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the “Shelf Period”). Subject to Section 3(d), the Company shall use not be deemed to have used its commercially reasonable best efforts to (i) cause such Subsequent keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to become effective under the take any action that would result in Holders of Registrable Securities Act as promptly as is reasonably practicable after the filing thereof covered thereby not being able to offer and (ii) keep sell any Registrable Securities pursuant to such Subsequent Shelf Registration Statement continuously effective and available for use for during the remainder of the period set forth Shelf Period, unless such action or omission is required by applicable Law or is in Section 10.2connection with a Shelf Suspension.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the The Company shall use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective as promptly soon as is reasonably practicable cause such Shelf to again become effective under after the Securities Act filing thereof, but in no event later than thirty (including using its commercially reasonable efforts to obtain 30) days after the prompt withdrawal of any order suspending Filing Date (or one hundred twenty (120) days after the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in Filing Date if the withdrawal of any order suspending Commission notifies the effectiveness of such Shelf or file an additional registration statement as a Shelf (a Company that it will “Subsequent review” the Resale Shelf Registration Statement”) registering the resale of all Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein). Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the The Company shall use its commercially reasonable efforts to (i) cause such maintain the effectiveness of the Resale Shelf Registration Statement or any Subsequent Shelf Registration (as defined below) until such time as all Registrable Securities have been sold pursuant to the Resale Shelf Registration Statement or a Subsequent Shelf Registration (but in no event for a shorter period than the applicable period referred to become effective under in Section 4(a)(3) of the Securities Act as promptly as is reasonably practicable after and Rule 174 thereunder) (such required period(s) of effectiveness, collectively, the filing thereof and (ii) “Resale Shelf Period”). Subject to Section 2.6, the Company shall not be deemed to have used commercially reasonable efforts to keep such Subsequent the Resale Shelf Registration Statement continuously effective during the Resale Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in the holders of Registrable Securities covered thereby not being able to offer and available for use for sell any Registrable Securities pursuant to such Resale Shelf Registration Statement during the remainder Resale Shelf Period, unless such action or omission is required by applicable law. The filing of the period set forth in Section 10.2Resale Registration Statement and offers and sales thereunder shall not be deemed to be a Demand Registration pursuant to this Registration Rights Agreement. The holders of Registrable Securities shall be eligible to sell their Registrable Securities pursuant to such Resale Registration Statement from time to time on one or more occasions, including, without limitation, through one or more underwritten offerings.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the The Company shall use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective as promptly soon as is reasonably practicable cause such Shelf to again become effective under after the Securities Act filing thereof, but in no event later than thirty (including using its commercially reasonable efforts to obtain 30) days after the prompt withdrawal of any order suspending Filing Date (or one hundred twenty (120) days after the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in Filing Date if the withdrawal of any order suspending Commission notifies the effectiveness of such Shelf or file an additional registration statement as a Shelf (a Company that it will “Subsequent review” the Resale Shelf Registration Statement”) registering the resale of all Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein). Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the The Company shall use its commercially reasonable efforts to (i) cause such maintain the effectiveness of the Resale Shelf Registration Statement or any Subsequent Shelf Registration (as defined below) until such time as all Registrable Securities have been sold pursuant to the Resale Shelf Registration Statement or a Subsequent Shelf Registration (but in no event for a shorter period than the applicable period referred to become effective under in Section 4(a)(3) of the Securities Act as promptly as is reasonably practicable after and Rule 174 thereunder) (such required period(s) of effectiveness, collectively, the filing thereof and (ii) “Resale Shelf Period”). Subject to Section 3.2, the Company shall not be deemed to have used commercially reasonable efforts to keep such Subsequent the Resale Shelf Registration Statement continuously effective during the Resale Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in the holders of Registrable Securities covered thereby not being able to offer and available for use for sell any Registrable Securities pursuant to such Resale Shelf Registration Statement during the remainder Resale Shelf Period, unless such action or omission is required by applicable law. The filing of the period set forth in Section 10.2Resale Registration Statement and offers and sales thereunder shall not be deemed to be a Demand Registration pursuant to this Agreement. The holders of Registrable Securities shall be eligible to sell some or all of their Registrable Securities pursuant to such Resale Registration Statement from time to time on one or more occasions, including without limitation through one or more underwritten offerings.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the The Company shall use its commercially reasonable best efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of keep any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf (a “Subsequent Shelf Registration Statement”) registering the resale of all Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective under the 1933 Act (including, if necessary, by renewing or refiling a Shelf Registration Statement prior to expiration of the existing Shelf Registration Statement or by filing with the Commission a post-effective amendment or a supplement to the Shelf Registration Statement or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act, the 1934 Act, any state securities or blue sky laws, or any rules and regulations thereunder) in order to permit the prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the 1933 Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the 1933 Act and Rule 174 thereunder) and (ii) the date as of which such securities cease to be Registrable Securities. The Company will use reasonable best efforts as promptly as reasonably practicable to become and remain eligible to use Form S-3. In the event that Form S-3 is not available for use for the remainder registration of the period set forth resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on a continuous basis on another appropriate form reasonably acceptable to the Holders, including a Form S-1, and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in Section 10.2effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 4(b) and while there are any Warrants outstanding, the Company shall use its commercially reasonable best efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable best efforts to, to obtain as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all shares of the Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder holder whose Warrant Shares are included therein. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective and available for use for the remainder of the period set forth in Section 10.24(b).

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the Company shall use its commercially reasonable best efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable best efforts to, to obtain as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all shares of the Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder holder whose Warrant Shares are included therein. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective and available for use for the remainder of the period set forth in Section 10.2.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding4.2, the Company shall use its commercially reasonable best efforts to to, as promptly as is reasonably practicable practicable, cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Warrant of the Common Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included thereinthe Holder. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable best efforts to (ia) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (iib) keep such Subsequent Shelf Registration Statement continuously effective and available for use for the remainder of the period set forth in Section 10.24.2.

Continued Effectiveness. If any Shelf ceases to be effective under the Securities Act for any reason at any time during the period described in Section 10.2 and while there are any Warrants outstanding, the Company shall use its commercially reasonable best efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf (a “Subsequent Shelf Registration Statement”) registering the resale of all Warrant Shares from time to time, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder whose Warrant Shares are included therein. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective and available for use for the remainder of the period set forth in Section 10.2.