Eligibility for Form S-1. The Company represents and warrants that it meets all of the requirements for the use of Form S-1 for the Registration, of the sale by the Purchaser of the Registrable Securities and any transferee who purchases the Registrable Securities, and the Company shall file all reports required to be filed by the Company with the Commission in a timely manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-1.
Eligibility for Form S-1. The Company represents and warrants that it meets all of the requirements for the use of Form S-1 for the Registration, of the sale by the Purchaser of the Registrable Securities and any transferee who purchases the Registrable Securities, and the Company shall file all reports required to be filed by the Company with the Commission in a timely manner, and shall take such other actions as may be necessary to maintain such eligibility for the use of Form S-1. (e) Priority in filing. From the date hereof until one hundred eighty (180) days following the effective date of the Initial Registration Statement pursuant to Section 2(a) of this Agreement, provided, however, that such one hundred eighty day period shall be extended by the number of days after the effective date of such Initial Registration Statement when the Purchaser is not permitted to utilize the prospectus or otherwise to resell Registrable Securities, the Company shall not permit the registration of any of its securities under the Securities Act to be filed or to become effective, other than those covered by this Agreement, without the prior written approval of the Purchaser. The foregoing notwithstanding, the Company may permit a registration statement to become effective during the foregoing period provided that (i) such registration statement relates to a firm commitment underwritten offering of the Company's securities that provides the Company with at least ten million dollars ($10,000,000), or (ii) ninety (90) such registration statement was filed at least fifteen (15) days have passed after the Initial Registration Statement has been effective, and shall not become effective until the Equity Line Free Exercise Date (as defined in Section 4i of the Securities Purchase Agreement) or thereafter, and such registration statement relates to the issuance of securities to Sxxxxx Private Equity, LLC pursuant to an Investment Agreement, a Registration Rights Agreement, Warrant to Purchase 490,000 Shares of Common Stock and the associated documents. 3.
Eligibility for Form S-1. The Company represents that it is presently eligible to effect the registration contemplated hereby on Form S-1 and will use its best efforts to continue to take such actions as are necessary to maintain such eligibility. The Company covenants to use its best efforts to use Form S-1 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of the Holders) for the registration required by this Section during all applicable times contemplated by this Agreement.
