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

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) 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 or, if earlier, until the end of the Registration Period.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of any Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and provide that any Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible and (ii) 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in the event that If Form S-3 is not available for the registration of the resale of the Registrable Securities hereunderhereunder or the Company is not permitted by the 1933 Act or the Commission to use Form S-3, then the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders Holders, and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, provided however, that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering all of the Registrable Securities has been declared effective by the SEC Commission or, if earlier, until the end of the Registration PeriodPeriod (as defined in Section 3(a)).

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of the Warrant Registrable Securities hereunder, the Company shall (i) register the resale of the Warrant Registrable Securities on (a) Form S-1 S-1, Form SB-2 or (b) another appropriate form reasonably acceptable to the Required Holders holders of two-thirds of the Warrant Registrable Securities, and (ii) undertake to register the Warrant Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement or otherwise) 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 Warrant Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available unavailable for the any registration of the resale of Registrable Securities hereunder, the Company shall (i) register the sale of the Registrable Securities on another appropriate form and (ii) file a Registration Statement on Form S-3 covering the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as reasonably practicable after such form is availablebecomes available (but in no event later than ten (10) Business Days thereafter, and use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter, 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company Exelixis shall (i) in accordance with Section 2(a)(ii)(A) of the Purchase Option Agreement, register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders Holdings (which acceptable forms shall include Form S-1), and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, ; provided that the Company Exelixis 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderhereunder in accordance with SEC Guidance, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders in accordance with SEC Guidance and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is availableavailable for secondary sales in accordance with SEC Guidance, provided that the Company shall use its commercially reasonable efforts to 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities or the Secondary Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities or Secondary Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities or Secondary 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 or Secondary Registrable Securities (as applicable) has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) 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 the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC or, if earlier, until and (B) the end of time period during which the Company is otherwise required to keep the Registration PeriodStatement effective pursuant to Section 3(a).

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in The Initial Registration Statement shall be on Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderunder the Initial Registration statement or the New Registration Statement, as the case may be, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate Registration Statement form reasonably acceptable to the Required Holders and (ii) 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 any 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that the Company does not meet the eligibility requirements for filing a Registration Statement on Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is availableavailable (through post-effective amendment of an existing Registration Statement or otherwise), provided that the Company shall maintain the effectiveness of the Registration Statement filed pursuant to subsection (i) above 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 SB-2 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement, or otherwise) as soon as such form is availableavailable for such registration, provided that the Company shall maintain the effectiveness of the existing Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering the Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 S-1, Form SB-2 or (b) another appropriate form reasonably acceptable to the Required Holders Buyers and (ii) undertake to register the Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement or otherwise) as soon as such form is availableavailable for such registration, provided that the Company shall maintain the effectiveness of the existing Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering the Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available to the Company for the registration of the resale of the Initial Registrable Securities hereunder, the Company shall (i) register the resale of the Initial Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Initial Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement or otherwise) as soon as such form is available; provided, 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 Initial Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to Holdings (which acceptable forms shall include Form S-1) (in the Required Holders case of the resale of Purchase Option Related Registrable Securities, in accordance with Section 2(a)(ii)(B) of the Purchase Option Agreement); and (ii) 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 or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) 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 orSEC; provided, if earlierhowever, until that the end Company shall not be obligated to maintain the effectiveness of any Registration Statement following the duration of the Registration PeriodPeriod (as defined below).

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 S-1, Form SB-2 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 (or by post-effective amendment to the existing Registration Statement, or otherwise) as soon as such form is availableavailable for such registration, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering the Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of the Registrable Securities hereunderhereunder or the Company is not permitted by the 1933 Act or the Commission to use form S-3, then, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, provided however, 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 all of the Registrable Securities has been declared effective by the SEC orCommission, or if earlier, until the end of the Registration PeriodPeriod (as defined in Section 3(a).

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available to the Company for the any registration of the resale of the Registrable Securities hereunder, the Company shall (i) register the resale of the such Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the such Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement or otherwise) as soon as such form is available; provided, 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 such Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 S-1, Form SB-2 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement, or otherwise) as soon as such form is availableavailable for such registration, provided that the Company shall maintain the effectiveness of the existing Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering the Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.

Ineligibility for Form S-3. Notwithstanding anything in this Agreement to the contrary, in In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on (a) Form S-1 or (b) another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 (by post-effective amendment to the existing Registration Statement, or otherwise) as soon as such form is available, available for such registration; provided that the Company shall maintain the effectiveness of the existing Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering the Registrable Securities has been declared effective by the SEC or, if earlier, until the end of the Registration PeriodSEC.