Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in no event later than 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holder, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit 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 Initial Effectiveness Deadline. 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable practicable, but in no event later than 30 days after the Initial Filing DeadlineClosing 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 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e2(d). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (y) the product of (i) 1.5 and (ii) the number of Initial Required Registration Amount determined 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 2(f3(b). The , plus (z) the number of Initial Warrant Shares issuable upon exercise of the Initial Warrants (without regard to any limitations on exercise) as of the date immediately preceding the date the Initial Registration Statement shall contain (except if otherwise directed by is initially filed with the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections SEC, subject to adjustment as provided in substantially the form attached hereto as Exhibit B. Section 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 120 days after the Initial Effectiveness Deadline. By 9:30 a.m., New York time on Closing Date (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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement"INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable but in no event later than forty five (45) days after the Closing Date (the “Initial Filing Deadline”), file with the SEC the Initial a 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (x) 110% of the number of Initial Required Registration Amount determined Warrant Shares issuable upon exercise of all the outstanding Initial Warrants as of the second Trading Day immediately preceding the date 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(f2(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 Warrants, and such calculations shall assume that the Notes and Warrants are then convertible and exercisable, respectively, into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), and Warrant Exercise Price (as defined in the Initial Registration Statement shall contain (except if otherwise directed by the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. 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 one hundred twenty (120) days after the Closing Date (the “Initial Effectiveness Deadline. 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement”).

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable practicable, but in no event later than 120 days after the Initial Closing Date (as defined in the 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 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to 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 Required Registration Amount determined 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 shares of Common Stock issuable upon exercise of the Initial Warrants (without taking into account any limitations on the exercise of the Initial Warrants set forth in the Initial Warrants) as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holderholders of at least a majority of the Registrable Securities) the "“Selling Stockholders” section in substantially the form attached hereto as Exhibit B and the “Plan of Distribution" and "Selling Shareholders" sections ” in substantially the form attached hereto as 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 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. 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement”).

Initial Mandatory Registration. Promptly following the Closing Date, the 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 Filing DeadlineClosing 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 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 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the aggregate number of Initial Required Registration Amount determined Registrable Securities issued and outstanding or deemed issued and outstanding on an as-converted basis as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SECSEC (as if all of the Initial Preferred Shares and the Mandatory Preferred Shares then issuable under the Securities Purchase Agreement were issued and outstanding on such date), subject to adjustment as provided in Section 2(f2(e). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. 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 Initial Effectiveness Deadline. By 9:30 a.m., New York time on the Business Day following first anniversary of the Initial Effective Date, Closing 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement"INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the Initial Filing DeadlineClosing Date (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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale Initial Registrable Securities consisting of at least the that number of shares of Common Stock equal to 110% of the number of Initial Required Registration Amount determined 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, subject . The calculations set forth in this paragraph shall be made without regard to adjustment 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 provided defined in Section 2(fthe Initial Warrants). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit 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 Initial Effectiveness Deadline. By 9:30 a.m., New York time on the Business Day following date which is 150 days after the Initial Effective Date, Closing 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement"INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable but in no event later than April 2, 1999 (the Initial Filing Deadline"INITIAL SCHEDULED FILING DATE"), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as necessary) on Form 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e). The Initial Any initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (I) product of (x) 2.0 and (y) the number of Initial Required Registration Amount determined Registrable Securities relating to the Initial Preferred Shares and the Mandatory Preferred Shares as of 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 date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f3(b). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit 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 90 days after the Initial Effectiveness Deadline. By 9:30 a.m., New York time on Closing Date (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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement"INITIAL SCHEDULED EFFECTIVE DATE").

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, ------------------------------ and, as soon as practicable practicable, but in no event later than 60 days after the 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 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holderregistration, subject to the provisions of Section 2(e). The Initial Any first Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (y) the product of (i) 2.0 and (ii) the number of Initial Required Registration Amount determined 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 2(f3(b). The , plus (z) the number of Initial Warrant Shares issuable upon exercise of the Initial Warrant (without regard to any limitations on exercise) as of the date immediately preceding the date the Initial Registration Statement shall contain (except if otherwise directed by is initially filed with the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections SEC, subject to adjustment as provided in substantially the form attached hereto as Exhibit B. Section 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 135 days after the Initial Closing Date (the "Initial Effectiveness Deadline. 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement").

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable but in no event later than thirty (30) days after the Initial Filing DeadlineClosing 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 Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holder, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (x) 110% of the number of Initial Required Registration Amount determined Warrant Shares issuable upon exercise of all the outstanding Initial Warrants as of the second Trading Day immediately preceding the date 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(f2(e). The Initial Registration Statement calculations set forth in this paragraph shall contain be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, and such calculations shall assume that the Notes and Warrants are then convertible and exercisable, respectively, into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), except if otherwise directed by as provided above, and Warrant Exercise Price (as defined in the Required Holder) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. 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 Initial Effectiveness Deadline. By 9:30 a.m., New York time on the Business Day following date which is one hundred twenty (120) days after the Initial Effective Date, Closing 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement"INITIAL EFFECTIVENESS DEADLINE").

Initial Mandatory Registration. Promptly following the Closing Date, the The Company shall prepare, and, as soon as practicable practicable, but in no event not later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 F-3 all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, but in no event covering the resale of less than all of the Initial Registrable Securities. In the event that Form S-3 F-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required HolderHolders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock Initial Registrable Securities equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC. If any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on the Initial Registration Statement, subject the number of Registrable Securities to adjustment as provided be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in Section 2(fthe case that some Warrant Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Warrant Shares held by such Investors), and second by Registrable Securities represented by Interest Shares (applied, in the case that some Interest Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Conversion Shares held by such Investors), and third by Registrable Securities represented by Conversion Shares (applied, in the case that some Interest Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Conversion Shares) held by such Investors; provided, however, the parties hereto agree that the Initial Registration Statement shall include up to four quarters of Interest Shares (based on an assumed Interest Conversion Rate on the date such Registration Statement is filed), and Registrable Securities represented by Conversion Shares may be excluded from such Initial Registration Statement before excluding such Registrable Securities representing the first four quarters of Interest Shares. The Initial Registration Statement shall contain (except if as otherwise reasonably directed by the Required HolderHolders or required pursuant to written comments received from the SEC upon review of such Initial Registration Statement) the "“Selling Stockholders” and “Plan of Distribution" and "Selling Shareholders" ” sections in substantially the form attached hereto as Exhibit B. A. 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 Initial Effectiveness Deadline. 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,000,000 Initial Registrable Securities for the benefit of the Registered Holder and that not fewer than 1,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.