Common use of Eligibility for Form S-3 Clause in Contracts

Eligibility for Form S-3. The Company represents, warrants and covenants that as of the date hereof it meets the requirements for the use of Form S-3 for registration of the sale by the Buyers and any other Investor of the Registrable Securities and thereafter shall use its best efforts to remain eligible to use Form S-3, and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents, warrants and covenants that as of the date hereof it meets the requirements for the use of Form S-3 for registration of the sale resale by the Buyers and any other Investor of the Registrable Securities and thereafter shall use its best efforts to remain eligible to use Form S-3, and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors registration of the resale of Registrable SecuritiesSecurities hereunder, then the Company shall (i) with the consent of each Investor pursuant to Section 2(a), shall register the sale resale of the Registrable Securities on another appropriate form and not more than twenty (20) days after being notified that Form S-3 is not available reasonably acceptable to the holders of at least 66-2/3% of the Registrable Securities and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents, warrants and covenants that as of the date hereof it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Buyers and any other Investor of the Registrable Securities on and thereafter shall use its best efforts to remain eligible to use Form S-3, after the fifteenth (15th) business day following the date of issuance of the Series E Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents, warrants and covenants that as of the date hereof it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Buyers and any other Investor of the Registrable Securities on and thereafter shall use its best efforts to remain eligible to use Form S-3, after the fifteenth (15th) business day following the date of issuance of any Series B Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents, warrants and covenants that as of the date hereof it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Buyers and any other Investor of the Registrable Securities on and thereafter shall use its best efforts to remain eligible to use Form S-3, after the fifth (5th) business day following that date of issuance of any Series A Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner 3 so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors investors of the Registrable Securities, then the Company (i) with the consent of each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Eligibility for Form S-3. The Company represents, warrants and ------------------------ covenants that as of the date hereof it meets will meet the requirements for the use of Form S-3 for registration of the sale by the Buyers and any other Investor of the Registrable Securities on and thereafter shall use its best efforts to remain eligible to use Form S-3, after the thirtieth (30th) day following the date of issuance of the Series C Preferred Shares and the Company has filed and shall file all reports required to be filed by the Company with the SEC in a timely manner so as to obtain and maintain such eligibility for the use of Form S-3. In the event that Form S-3 is not available for sale by the Investors of the Registrable Securities, then the Company (i) with the consent of each Investor pursuant to Section 2(a), shall register the sale of the Registrable Securities on another appropriate form and not more than twenty (20) days after being notified that Form S-3 is not available and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.