Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the Initial Closing Date (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement on Form S-3, covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% of the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants as of the second Trading Day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC. The calculations set forth in this paragraph shall be made without regard to any limitations on the exercise of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (as defined in the Initial Warrants). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 150 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable practicable, but in no event later than 30 120 days after the Initial Closing Date (as defined in the "INITIAL FILING DEADLINE"Securities Purchase Agreement) or if the Company’s registration statement on Form S-3 (Registration No. 333-109081) (the “September S-3”) has not been declared effective by the SEC within 120 days after the Initial Closing Date, then no later than 30 days after the September S-3 is declared effective (the “Initial Filing Deadline”), file with the SEC the Initial Registration Statement on Form S-3, S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that the number of shares of Common Stock equal to 110% the sum of (A) the product of (x) 1.75 and (y) the maximum number of shares of Common Stock issuable upon conversion of the Initial Notes (assuming for purposes hereof, that the Initial Notes are convertible at the Initial Valuation Price (as defined in the Securities Purchase Agreement) and without taking into account any limitations on the conversion of the Initial Notes set forth in the Initial Notes) and (B) the product of (x) 1.25 and (y) the maximum number of Initial Warrant Shares shares of Common Stock issuable upon exercise of all the outstanding Initial Warrants (without taking into account any limitations on the exercise of the Initial Warrants set forth in the Initial Warrants) as of the second Trading Day trading day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The calculations set forth in this paragraph Initial Registration Statement shall be made without regard to any limitations on contain (except if otherwise directed by the exercise holders of at least a majority of the Initial Warrants Registrable Securities) the “Selling Stockholders” section in substantially the form attached hereto as Exhibit B and such calculation shall assume that the Initial Warrants are then exercisable into shares “Plan of Common Stock at Distribution” in substantially the then-prevailing Warrant Exercise Price (form attached hereto as defined in the Initial Warrants). Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 150 the earlier of (x) 60 days after the date of filing of Initial Registration Statement and (y) 180 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE"“Initial Effectiveness Deadline”).

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the Initial Closing Date (the "INITIAL FILING DEADLINE")Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3, S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registrationregistration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that the number of shares of Common Stock equal to 110% of the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants Registrable Securities determined as of the second Trading Day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The calculations set forth in this paragraph Initial Registration Statement shall be made without regard to any limitations on contain the exercise “Selling Stockholders” section and “Plan of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (Distribution” attached hereto as defined in the Initial Warrants). Annex I. The Company shall use its best commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which Initial Effectiveness Deadline provided that in the event that the Company is 150 days after unable to register for resale under Rule 415 all of the Initial Closing Date Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the "INITIAL EFFECTIVENESS DEADLINE")Company needs to withdraw the Initial Registration Statement and refile a new Initial Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities (equivalent to the Initial Required Registration Amount) as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors in proportion to the number of Registrable Securities held by such Investors. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 forty five (45) days after the Initial Closing Date (the "INITIAL FILING DEADLINE"“Initial Filing Deadline”), file with the SEC the Initial a Registration Statement on Form S-3, covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to the sum of (x) 110% of the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants as of the second Trading Day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC and (y) 175% of the greater of (A) $20,000,000 divided by the arithmetic average of the Weighted Average Price (as defined in the Notes) of the Common Stock on each of the five (5) consecutive Trading Days ending on the second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC and (B) the number of Conversion Shares issuable upon conversion of all the outstanding Notes as of the second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The calculations set forth in this paragraph shall be made without regard to any limitations on the conversion of the Notes or exercise of the Initial Warrants Warrants, and such calculation calculations shall assume that the Initial Notes and Warrants are then exercisable convertible and exercisable, respectively, into shares of Common Stock at the then-then prevailing Conversion Rate (as defined in the Notes), and Warrant Exercise Price (as defined in the Initial Warrants), respectively. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 150 one hundred twenty (120) days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE"“Initial Effectiveness Deadline”).

Initial Mandatory Registration. The Company shall prepare, ------------------------------ and, as soon as practicable practicable, but in no event later than 30 60 days after the Initial Closing Date (as defined in the Securities Purchase Agreement) (the "INITIAL FILING DEADLINEInitial Filing Deadline"), ) file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3, S-3 covering the resale of all of the Initial Registrable SecuritiesSecurities relating to the Initial Notes and Initial Warrants which are to be issued on the Initial Closing Date (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% the sum of (y) the product of (i) 2.0 and (ii) the number of Initial Conversion Shares issuable upon conversion of the Initial Notes (without regard to any limitations on conversions) as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b), plus (z) the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants Warrant (without regard to any limitations on exercise) as of the second Trading Day date immediately preceding the date that the Initial Registration Statement is initially filed with the SEC. The calculations set forth , subject to adjustment as provided in this paragraph shall be made without regard to any limitations on the exercise of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (as defined in the Initial WarrantsSection 3(b). The Company shall use its best efforts to have the Initial cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than the date which is 150 135 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINEInitial Effectiveness Deadline").

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable practicable, but in no event later than 30 days after the Initial Closing Date (as defined in the Securities Purchase Agreement) (the "INITIAL FILING DEADLINE"), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3, S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% the sum of (y) the product of (i) 1.5 and (ii) the number of Initial Conversion Shares issuable upon conversion of the Initial Preferred Shares (without regard to any limitations on conversions) as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b), plus (z) the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants (without regard to any limitations on exercise) as of the second Trading Day date immediately preceding the date that the Initial Registration Statement is initially filed with the SEC. The calculations set forth , subject to adjustment as provided in this paragraph shall be made without regard to any limitations on the exercise of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (as defined in the Initial WarrantsSection 3(b). The Company shall use its best efforts to have the Initial cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than the date which is 150 120 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the earlier of (i) 45 days prior to the first anniversary of the Initial Closing Date or (ii) 30 days after the expiration of the lock-up provisions set forth in Section 4(m) of the Securities Purchase Agreement pursuant to Section 4(m)(i)(2) therein (the "LOCK-UP EXPIRATION") if Form S-3 is available for the Initial Closing Date Registration Statement or 60 days after the Lock-Up Expiration if Form S-3 is unavailable for such registration (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement on Form S-3, S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% of the aggregate number of Initial Warrant Shares issuable upon exercise of all the Registrable Securities issued and outstanding Initial Warrants or deemed issued and outstanding on an as-converted basis as of the second Trading Day trading day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC. The calculations set forth in this paragraph shall be made without regard to any limitations on the exercise SEC (as if all of the Initial Warrants Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (date), subject to adjustment as defined provided in the Initial WarrantsSection 2(e). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the date which is 150 days after first anniversary of the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the Initial Closing Date April 2, 1999 (the "INITIAL SCHEDULED FILING DEADLINEDATE"), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3, S-3 covering the resale of all of the Registrable Securities relating to the Initial Registrable SecuritiesPreferred Shares, the Mandatory Preferred Shares, the Initial Warrants and the Mandatory Warrants (the "INITIAL REGISTRABLE SECURITIES"). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Any initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% the sum of (I) product of (x) 2.0 and (y) the number of Initial Warrant Registrable Securities relating to the Initial Preferred Shares issuable upon exercise and the Mandatory Preferred Shares as of all the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC (calculated as if the Mandatory Preferred Shares were issued and outstanding on such date) and (II) the product of (a) 1.25 and (b) the number of Initial Registrable Securities relating to the Initial Warrants and Mandatory Warrants as of the second Trading Day date immediately preceding the date that the Initial Registration Statement is initially filed with the SEC. The calculations set forth , subject to adjustment as provided in this paragraph shall be made without regard to any limitations on the exercise of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (as defined in the Initial WarrantsSection 3(b). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 150 90 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINESCHEDULED EFFECTIVE DATE").

Initial Mandatory Registration. The Company shall prepare, ------------------------------ and, as soon as practicable practicable, but in no event later than 30 days after the Initial Closing Date March 16, 2000 (the "INITIAL FILING DEADLINEInitial Filing Deadline"), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3, S-3 covering the resale of all of the Initial Registrable SecuritiesSecurities relating to the Initial Notes and Initial Warrants which are to be issued on the Initial Closing Date (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to 110% the sum of (y) the product of (i) 2.0 and (ii) the number of Initial Conversion Shares issuable upon conversion of the Initial Notes (without regard to any limitations on conversions) as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b), plus (z) the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants Warrant (without regard to any limitations on exercise) as of the second Trading Day date immediately preceding the date that the Initial Registration Statement is initially filed with the SEC. The calculations set forth , subject to adjustment as provided in this paragraph shall be made without regard to any limitations on the exercise of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (as defined in the Initial WarrantsSection 3(b). The Company shall use its best efforts to have the Initial cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than the date which is 150 days after the Initial Closing Date June 30, 2000 (the "INITIAL EFFECTIVENESS DEADLINEInitial Effectiveness Deadline").

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the Initial Closing Date (the "INITIAL FILING DEADLINE")Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3, S-1 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 S-1 is unavailable for such a registration, the Company shall use such other form as is available for such a registrationregistration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that the number of shares of Common Stock equal to 110% of the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants Registrable Securities determined as of the second Trading Day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The calculations set forth in this paragraph Initial Registration Statement shall be made without regard to any limitations on contain the exercise “Selling Stockholders” section and “Plan of the Initial Warrants and such calculation shall assume that the Initial Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (Distribution” attached hereto as defined in the Initial Warrants)Annex I . The Company shall use its best commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which Initial Effectiveness Deadline provided that in the event that the Company is 150 days after unable to register for resale under Rule 415 all of the Initial Closing Date Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the "INITIAL EFFECTIVENESS DEADLINE")Company needs to withdraw the Initial Registration Statement and refile a new Initial Registration Statement in order to rely on Rule 415) only such limited portion of the Initial Registrable Securities (equivalent to the Initial Required Registration Amount) as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors in proportion to the number of Registrable Securities held by such Investors. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 thirty (30) days after the Initial Closing Date (the "INITIAL FILING DEADLINE"), file with the SEC the Initial a Registration Statement on Form SB-2 (or on Form S-3, if Form S-3 is then available for the registration of the resale of the Registrable Securities hereunder), covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least that number of shares of Common Stock equal to the sum of (x) 110% of the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants as of the second Trading Day immediately preceding the date that the Initial Registration Statement is initially filed with the SEC and (y) 175% of the greater of (A) $15,000,000 divided by the arithmetic average of the Weighted Average Price (as defined in the Notes) of the Common Stock on each of the five (5) consecutive Trading Days ending on the second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC and (B) the number of Initial Conversion Shares issuable upon conversion of all the outstanding Initial Notes as of the second Trading Day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The calculations set forth in this paragraph shall be made without regard to any limitations on the conversion of the Notes or exercise of the Initial Warrants Warrants, and such calculation calculations shall assume that the Initial Notes and Warrants are then exercisable convertible and exercisable, respectively, into shares of Common Stock at the then-then prevailing Conversion Rate (as defined in the Notes), except as provided above, and Warrant Exercise Price (as defined in the Initial Warrants), respectively. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 150 one hundred twenty (120) days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE").