Common use of Filing of Registration Statements Clause in Contracts

Filing of Registration Statements. The Company shall register for resale all Put Shares issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 15, 1999, a registration statement (the "Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant Shares. Prior to any subsequent put, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registered. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put and Z is 92% of the Minimum Bid Price; or (ii) on or before September 15, 1999, a registration statement (the "Combined Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+C, where A is the Maximum Commitment Amount, B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant Shares.

Filing of Registration Statements. The Company shall register for resale all Put Shares and Note Conversion Shares issued or issuable to the Investor pursuant to the Stock Securities Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 15the end of a twenty (20) calendar day period immediately following the Subscription Date, 1999and subject to the provisions of Section 2.1(c) hereof, a registration statement (the "Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Note Conversion Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant Shares12,000,000 shares. Prior to any subsequent putPut, the Company shall provide the Investor with written notice of the result (the "Result") obtained from the following calculation: (W+X+Y)-Z, where W is the number of shares to be issued pursuant to such subsequent Put, X is the number of Warrant Shares which have not been previously registered, Y is the number of shares which could, at the Conversion Price (as such term is defined in the applicable Convertible Note) on the date such calculation is made, be issued pursuant to conversion of the unconverted principal balance of the Convertible Notes, and Z is the number of shares previously registered under the Initial Registration Statement but not yet issued. If the Result is a number greater than zero, the Company shall file with the SEC a registration statement covering a number of shares equal to or greater than the Result (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registered. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put and Z is 92% of the Minimum Bid Price; or (ii) on or before September 15, 1999, a registration statement (the "Combined Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+C, where A is the Maximum Commitment Amount, B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant Shares.

Filing of Registration Statements. The Company shall register for resale all Put Shares issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 1522, 1999, a registration statement (the "Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through pursuant to the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the number of Initial Shares, plus the number of Incentive Warrant Shares. No later than March 9, 2000, the Company shall file with the SEC a registration statement (the "February Put Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of Registrable Securities relating to the February Put. The aggregate number of shares of Common Stock to be registered under the February Put Registration Statement shall be equal to two hundred percent (200%) of the number of February Put Shares. Prior to any Put subsequent putto the February Put, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement and the February Put Registration Statement, the "Registration Statements" and each a "Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registered. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the sum of the Investment Amount of the Early Put and the Investment Amount for the February Put and Z is 92% of the Minimum Bid Price; or (ii) on or before September 15March 9, 19992000, a registration statement (the "Combined Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable issuable, and which have not already been registered, pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable issuable, and which have not already been registered, upon full exercise of the Warrants, including, without limitation, the February Put Shares and the February Put Warrant Shares. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125150% of (A/B)+C-B)/C, where A is the Maximum Commitment Amount, B is the Investment Amount of the Early Put and C is 92% of the Minimum Bid Price and C is the number of Incentive Warrant SharesPrice.

Filing of Registration Statements. The Company shall register for resale all Put Shares Registrable Securities issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the WarrantsAgreement. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 15, 1999, a registration statement (the "Initial Registration Statement") on Form S-3, if use of such form is then available to the Company pursuant to the rules of the SEC and, if not, such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant Shares. Prior to any subsequent put, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registeredInvestor. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put and Z is 9290% of the Minimum Bid Price; or (ii) on or before September 15, 1999, a registration statement (the "Combined Registration Statement") on Form S-3, if use of such form is then available to the Company pursuant to the rules of the SEC and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the WarrantsAgreement. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+CB, where A is the Maximum Commitment Amount, Amount and B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant SharesPrice.

Filing of Registration Statements. The Company shall register for resale At any time after the Agreement Date, the Required Investors may request registration under the 1933 Act of all Put Shares issued or issuable to the Investor any portion of their Registrable Securities pursuant to a Registration Statement (each such request, a “Demand Registration Request”, and the Stock Purchase Agreement and date of such Demand Registration Request, a “Request Date”). If less than all Warrant Shares issued or issuable upon full exercise of the WarrantsRegistrable Securities are requested to be included in such registration, the Demand Registration Request shall specify the number of Registrable Securities requested to be included. Subject to the terms and conditions Upon receipt of this Agreementany Demand Registration Request, the Company shall effect promptly (but in no event later than three (3) days following receipt thereof) deliver notice of such registration Demand Registration Request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration, and the manner provided Demand Registration Request will then be deemed to request that all such additional Registrable Securities be included in either such registration. As soon as reasonably practicable following the Request Date, but no later than seventy-five (i75) or (ii) below. The Company shall file with days following the SEC either: (i) on or before September 15, 1999, a registration statement Request Date (the "“Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through the Early Put (the "Initial Shares"Filing Deadline”), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant Shares. Prior to any subsequent put, the Company shall prepare and file with the SEC a registration statement Registration Statement on Form S-1 (or, if Form S-1 is not then available to the "Subsequent Registration Statement" and together with the Initial Registration StatementCompany, the "Registration Statements") on such form promulgated of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities or such lesser amount requested in the Demand Registration Request, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable thereafter, but in any event not later than the Registration Deadline. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A (or such other plan reasonably requested by the SEC for which Required Investors). Such Registration Statement also shall cover, to the Company qualifiesextent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), that counsel for the Company shall deem appropriate and which form shall be available for the sale such indeterminate number of the additional shares of Common Stock as may become issuable due to be purchased by an increase in the Investor and any number of Warrant Shares which have not previously been registered. The aggregate resulting from changes in the number of shares issuable upon exercise of the Warrant. Such Registration Statement may include any shares of Common Stock or other securities for the account of any other holder with registration rights pursuant to written agreements entered into with the Company before the date of this Agreement, provided that, with respect to a registration under Rule 415 of the 1933 Act, such holder executes a Selling Securityholder Notice and Questionnaire in the form attached hereto as Exhibit B, or such other form approved by the Required Investors (or such shares may be registered under on separate registration statements filed before or after the Subsequent Registration Statement is filed), but shall be equal to 125% not include any other shares of (X-Y)/Z, where X is Common Stock or other securities without the Maximum Commitment Amount, Y is the Investment Amount prior written consent of the Early Put Required Investors. Except as contemplated by the preceding sentence or pursuant to registration statements filed and Z is 92% of the Minimum Bid Price; or (ii) on or before September 15, 1999, a registration statement (the "Combined Registration Statement") on such form promulgated declared effective by the SEC for which before the Company qualifiesAgreement Date or pursuant to an S-8 registration statement, that counsel for the Company shall deem appropriate not register additional shares of Common Stock until the Registration Statement is declared effective or, if earlier, until the Registrable Securities no longer constitute Registrable Securities. The Registration Statement (and which form each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be available for provided in accordance with Section 3(c) to the sale Investors and their counsel prior to its filing or other submission. With respect to any Demand Registration Request, the Company acknowledges that the SEC may not permit the registration of all Put Shares issued of the requested Registrable Securities in one registration, and that such registration may be required to be effected in multiple Registration Statements as permitted by the SEC, and the Company agrees to file such multiple Registration Statements in such event. In such event, for purposes of counting the number of Registration Statements effected by the Company pursuant to a Demand Registration Request, the Company shall be deemed to have effected a single Registration Statement through the filing of such multiple Registration Statements. With respect to any Demand Registration Request, if the Registration Statement covering the Registrable Securities as provided above is not filed with the SEC on or issuable prior to the Initial Filing Deadline, the Company will make pro rata payments to each Investor whose Registrable Securities were requested to be included in such registration, as liquidated damages and not as a penalty, in an aggregate amount equal to five thousand dollars ($5,000.00) per calendar day following the Initial Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities, until such time as the Registrable Securities (giving effect to and assuming a net exercise of the Warrant by the Investors) may be sold without volume limitations pursuant to Rule 144. Any such payment shall be in addition to any other remedies available to the Investors at law or in equity, whether pursuant to the terms hereof, the Subscription Agreement, the Company Agreement or otherwise. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly to each Investor in cash within three (3) Business Days of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise last day of the Warrantseach month during which such liquidated damages have accrued. The aggregate number Company shall not be required to effect a Registration Statement pursuant to a Demand Registration Request more than three (3) times for the holders of shares to be registered under the Combined Registrable Securities as a group; provided, that a Registration Statement shall be equal not count as a Registration Statement effected pursuant to 125% of (A/B)+C, where A is a Demand Registration Request unless and until it has become effective and the Maximum Commitment Amount, B is 92holders requesting such registration are able to register and sell at least 100% of the Minimum Bid Price and C is the number of Incentive Warrant SharesRegistrable Securities requested to be included in such registration.

Filing of Registration Statements. The Company shall register for resale all Put Shares issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 1522, 1999, a registration statement (the "Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant Shares. Prior to any subsequent put, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by 2 the Investor and any Warrant Shares which have not previously been registered. The aggregate number of shares to be registered under the 3 Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put and Z is 92% of the Minimum Bid Price; or (ii) on or before September 1522, 1999, a registration statement (the "Combined Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+C, where A is the Maximum Commitment Amount, B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant Shares.

Filing of Registration Statements. The Company shall register for resale all Put Shares issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 1522, 1999, a registration statement (the "Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant Shares. Prior to any subsequent put, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registered. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put and Z is 92% of the Minimum Bid Price; or (ii) on or before September 1522, 1999, a registration statement (the "Combined Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+C, where A is the Maximum Commitment Amount, B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant Shares.

Filing of Registration Statements. The Company shall register for resale all Put Shares issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 15, 1999the end of a thirty (30) calendar day period immediately following the Subscription Date, a registration statement (the "Initial Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased by the Investor through Registrable Securities relating to the Early Put (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the number of Incentive Warrant Shares. Prior to any subsequent putPut, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registered. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put and Z is 92% of the Minimum Bid Price; or (ii) on or before September 15, 1999the end of a twenty (20) calendar day period immediately following the Subscription Date, a registration statement (the "Combined Registration Statement") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the Warrants. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+C, where A is the Maximum Commitment Amount, B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant Shares.

Filing of Registration Statements. The Company shall register for resale all Put Shares Registrable Securities issued or issuable to the Investor pursuant to the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the WarrantsAgreement. Subject to the terms and conditions of this Agreement, the Company shall effect such registration in the manner provided in either (i) or (ii) below. The Company shall file with the SEC either: (i) on or before September 15, 1999, a registration statement (the "Initial Registration Statement") on Form S-3, if use of such form is then available to the Company pursuant to the rules of the SEC and, if not, such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock purchased convertible into Common Stock by the Investor through the Early Put Secured Convertible Debenture Purchase Agreement (the "Initial Shares"), the Incentive Warrant Shares and the Early Put Warrant Shares. The aggregate number of shares to be registered under the Initial Registration Statement shall be equal to two hundred percent (200%) of the Initial Shares, plus the Incentive Warrant SharesShares but in no event more than 4,000,000 shares. Prior to any subsequent put, the Company shall file with the SEC a registration statement (the "Subsequent Registration Statement" and together with the Initial Registration Statement, the "Registration Statements") on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of the shares of Common Stock to be purchased by the Investor and any Warrant Shares which have not previously been registeredInvestor. The aggregate number of shares to be registered under the Subsequent Registration Statement shall be equal to 125% of (X-Y)/Z, where X is the Maximum Commitment Amount, Y is the Investment Amount of the Early Put Initial Shares the S and Z is 92% of the Minimum Bid PricePrice but in no event more than 4,000,000 shares; or (ii) on or before September 15, 1999, a registration statement (the "Combined Registration Statement") on Form S-3, if use of such form is then available to the Company pursuant to the rules of the SEC and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Put Shares issued or issuable pursuant to the terms of the Stock Purchase Agreement and all Warrant Shares issued or issuable upon full exercise of the WarrantsAgreement. The aggregate number of shares to be registered under the Combined Registration Statement shall be equal to 125% of (A/B)+CB, where A is the Maximum Commitment Amount, Amount and B is 92% of the Minimum Bid Price and C is the number of Incentive Warrant SharesPrice.