Common use of Effectiveness and Events Requiring Notice to the Underwriter Clause in Contracts

Effectiveness and Events Requiring Notice to the Underwriter. The Company shall use commercially reasonable efforts to cause the Registration Statement (or another registration statement registering the offer and sale of the Public Securities and the Underwriter’s Securities under the Securities Act) to remain effective with a current prospectus until the latest of (a) nine (9) months after the Applicable Time, (b) the date that the Warrants have been exercised in full or expired by their terms and (c) the date that the Underwriter’s Warrant has been exercised in full or expired by its terms. The Company shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriter. The Company shall shall, except to the extent the Company participates in a merger or other business combination transaction, use its commercially reasonable efforts to cause the Registration Statement (or another registration statement registering the offer and sale of the Public Securities and the Underwriter’s Securities under the Securities Act) to remain effective with a current prospectus until through and including the latest expiration date of the Warrants (a) nine (9) months after the Applicable Time, (b) or the date that the all Warrants have been exercised in full or expired by their terms and (c) the date that the Underwriter’s Warrant has been exercised in full or expired by its terms. The duly called, if earlier).The Company shall notify the Underwriter Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every use its commercially reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriter. The Company shall use commercially reasonable its best efforts to cause the Registration Statement (or another registration statement registering the offer and sale of the Public Securities and the Underwriter’s Securities under the Securities Act) to remain effective with a current prospectus until during the latest of (a) nine (9) months after the Applicable Time, (b) the date that the Warrants have been exercised in full or expired by their terms Prospectus Delivery Period and (c) the date that the Underwriter’s Warrant has been exercised in full or expired by its terms. The Company shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Pricing Disclosure Package or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities Units for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the CommissionCommission with respect to the Registration Statement, Preliminary Prospectus or Prospectus; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriter. The Company shall use commercially reasonable its best efforts to cause the Registration Statement (or another registration statement registering the offer and sale of the Public Securities and the Underwriter’s Securities under the Securities Act) to remain effective with a current prospectus until during the latest of (a) nine (9) months after the Applicable Time, (b) the date that the Warrants have been exercised in full or expired by their terms Prospectus Delivery Period and (c) the date that the Underwriter’s Warrant has been exercised in full or expired by its terms. The Company shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Pricing Disclosure Package or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock (including the Securities) from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the CommissionCommission with respect to the Registration Statement, Preliminary Prospectus or Prospectus; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriter. The Company shall use commercially reasonable its best efforts to cause the Registration Statement (or another registration statement registering the offer and sale of the Public Securities and the Underwriter’s Securities under the Securities Act) to remain effective with a current prospectus until the latest of (a) for at least nine (9) months after the Applicable TimeTime or until the time when dealers are no longer required to deliver a prospectus, (b) the date that the Warrants have been exercised in full or expired by their terms whichever first occurs, and (c) the date that the Underwriter’s Warrant has been exercised in full or expired by its terms. The Company shall notify the Underwriter immediately within that time period and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company's knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities Shares for offering or sale in any jurisdiction or of the initiation, or to the Company's knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 3(e) that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.