Common use of Conversion to Form S-3 Clause in Contracts

Conversion to Form S-3. The Company represents and warrants that it meets the requirements for the use of Form X-0, X-0, XX-0 or S-1 for registration of the sale by the Initial Investors and any other Investors of the Registrable Securities. The Company agrees to file all reports required to be filed by the Company with the SEC in a timely manner so as to remain eligible or become eligible, as the case may be, and thereafter to maintain its eligibility, for the use of Form S-3 or S-2. If the Company is not currently eligible to use Form S-3 or S-2, not later than five (5) business days after the Company first meets the registration eligibility and transaction requirements for the use of Form S-3 or S-2 (or any successor form) for registration of the offer and sale by the Initial Investors and any other Investors of Registrable Securities, the Company shall file a Registration Statement on Form S-3 or S-2 (or such successor form) with respect to the Registrable Securities covered by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) (and include in such Registration Statement on Form S-3 or S-2 the information required by Rule 429 under the 0000 Xxx) or convert the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) to a Form S-3 or S-2 pursuant to Rule 429 under the 1933 Act and cause such Registration Statement (or such amendment) to be declared effective no later than forty-five (45) days after filing. In the event of a breach by the Company of the provisions of this Section 2(e), the Company will be required to make payments pursuant to Section 2(c) hereof.

Conversion to Form S-3. The Company represents and warrants that it meets the requirements for the use of Form X-0SB-3, X-0, XX-0 SB-2 or S-1 for registration of the sale by the Initial Investors and any other Investors of the Registrable Securities. The Company agrees to file all reports required to be filed by the Company with the SEC in a timely manner so as to remain eligible or become eligible, as the case may be, and thereafter to maintain its eligibility, for the use of Form S-3 or S-2S-B2. If the Company is not currently eligible to use Form S-3 or S-2S-3, not later than five (5) business days after the Company first meets the registration eligibility and transaction requirements for the use of Form S-3 or S-2 (or any successor form) for registration of the offer and sale by the Initial Investors and any other Investors of Registrable Securities, the Company shall file a Registration Statement on Form S-3 or S-2 (or such successor form) with respect to the Registrable Securities covered by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) (and include in such Registration Statement on Form S-3 or S-2 the information required by Rule 429 under the 0000 Xxx) or convert the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) to a Form S-3 or S-2 pursuant to Rule 429 under the 1933 Act and cause such Registration Statement (or such amendment) to be declared effective no later than forty-forty five (45) days after filing. In the event of a breach by the Company of the provisions of this Section 2(e), the Company will be required to make payments pursuant to Section 2(c) hereof.

Conversion to Form S-3. The Company represents and warrants that it meets the requirements for the use of Form X-0, X-0, XX-0 or S-1 for registration of the sale by the Initial Investors and any other Investors of the Registrable Securities. The Company agrees to file all reports required to be filed by the Company with the SEC in a timely manner so as to remain eligible or become eligible, as the case may be, and thereafter to maintain its eligibility, for the use of Form S-3 or S-2S-3. If the Company is not currently eligible to use Form S-3 or S-2S-3, not later than five (5) business days after the Company first meets the registration eligibility and transaction requirements for the use of Form S-3 or S-2 (or any successor form) for registration of the offer and sale by the Initial Investors and any other Investors of Registrable Securities, the Company shall file a Registration Statement on Form S-3 or S-2 (or such successor form) with respect to the Registrable Securities covered by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) (and include in such Registration Statement on Form S-3 or S-2 the information required by Rule 429 under the 0000 Xxx) or convert the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) to a Form S-3 or S-2 pursuant to Rule 429 under the 1933 Act and cause such Registration Statement (or such amendment) to be declared effective no later than forty-five thirty (4530) days after filing. In the event of a breach by the Company of the provisions of this Section 2(e), the Company will be required to make payments pursuant to Section 2(c) hereof.

Conversion to Form S-3. The Company represents and warrants that it meets the requirements for the use of Form X-0, X-0, XX-0 or S-1 for registration of the sale resale by the Initial Investors and any other Investors of the Registrable SecuritiesPurchasers. The Company agrees to file all reports required to be filed by the Company with the SEC in a timely manner so as to remain eligible or become eligible, as the case may be, and thereafter to maintain its eligibility, for the use of Form S-3 or S-2S-3. If the Company is not currently eligible to use Form S-3 or S-2S-3, not later than five (5) business days after the Company first meets the registration eligibility and transaction requirements for the use of Form S-3 or S-2 (or any successor form) for registration of the offer and sale by the Initial Investors and any other Investors of Registrable SecuritiesPurchasers, the Company shall file a Registration Statement on Form S-3 or S-2 (or such successor form) with respect to the Registrable Securities covered by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) (and include in such Registration Statement on Form S-3 or S-2 the information required by Rule 429 under the 0000 Xxx) or convert the Registration Statement on Form SB-2 or Form S-1, whichever is applicable, filed pursuant to Section 2(a) to a Form S-3 or S-2 pursuant to Rule 429 under the 1933 Act and cause such Registration Statement (or such amendment) to be declared effective no later than forty-five six (456) days months after filingthe Filing Date. In the event of a breach by the Company of the provisions of this Section 2(e2(c), the Company will be required to make payments pursuant to Section 2(c2(b) hereof.