Common use of Maintenance of Registration Statement Clause in Contracts

Maintenance of Registration Statement. For so long as any of the Warrants remain outstanding or any Additional Common Shares or Additional Warrants are issuable hereunder, the Company shall use its best efforts to maintain the effectiveness of the Registration Statement for the issuance thereunder of the Additional Common Shares, Additional Warrants, and/or Warrant Shares, provided that if at any time while the Warrants are outstanding or any Additional Common Shares or Additional Warrants are issuable hereunder the Company shall be ineligible to utilize Form S-3 (or any successor form) for the purpose of issuance of the Additional Common Shares, Additional Warrants, and/or Warrant Shares, the Company shall promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of the Registration Statement for this purpose. If at any time during the period commencing on the date hereof and ending on the last Trading Day during the Additional Closing Eligibility Period (after giving effect to any extensions thereof in accordance herewith), the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any prospectus contained therein is not available for use (each, a “Registration Failure”), the Company shall immediately notify the holders of the Securities in writing that the Registration Statement is not then effective or a prospectus contained therein is not available for use, the Company shall promptly (but no later than 10 Trading Days after such Registration Failure) file a new registration statement (each, a “Replacement Registration Statement”) with respect to the Additional Common Shares, Additional Warrants and Warrant Shares that are then eligible to be issued hereunder and/or pursuant to the Warrants, as applicable, and thereafter shall promptly notify such holders when the Registration Statement or such Replacement Registration Statement, as applicable, is effective and available for the issuance of the Securities or such prospectus is again available for use. The Company shall use its best efforts to cause any Replacement Registration Statement to be declared effective as soon as practicable but no later than ninety (90) calendar days following the filing thereof with the SEC (such effective date, the “Replacement Registration Statement Effective Date”). On the Replacement Registration Statement Effective Date, solely with respect to any subsequent issuance of any Additional Common Shares or Additional Warrants hereunder or any Warrant Shares pursuant to any Warrants, the definition of “Registration Statement” as used herein and under the Warrants shall be deemed to be amended and restated as such applicable Replacement Registration Statement, mutatis mutandis.

Maintenance of Registration Statement. For so long as any of the Notes or Warrants remain outstanding or any Additional Common Shares or Additional Warrants are issuable hereunderoutstanding, the Company shall use its reasonable best efforts to maintain the effectiveness of the current Registration Statement for on Form S-3 covering the issuance thereunder of the Additional Common SharesRegistrable Securities (as defined below); provided that, Additional Warrants, and/or Warrant Shares, provided that if at any time while the Notes or the Warrants are outstanding or any Additional Common Shares or Additional Warrants are issuable hereunder the Company shall be ineligible to maintain the effectiveness of such Registration Statement on such Form S-3 for the purpose of issuance of the Registrable Securities, the Company shall no longer be obligated to maintain the effectiveness of such Registration Statement. The Company confirms its agreement under Recitals B and C of this Agreement that under such circumstances, at the time of issuance of any Conversion Shares, such Conversion Shares will be securities exempt from registration pursuant to Section 3(a)(9) of the 1933 Act and at the time of issuance of any Warrant Shares, if such Warrant Shares are issued solely pursuant to the cashless exercise provisions of the Warrant, such Warrant Shares will be securities exempt from registration pursuant to Section 3(a)(9) of the 1933 Act, and confirms its obligations under the Transaction Documents to issue such Conversion Shares and Warrant Shares under such circumstances without restriction and without any restrictive legend and otherwise in accordance with the provisions set forth in the Transaction Documents. In the event a Holder determines in good faith to exercise the Warrants through a cash exercise and notifies the Company in writing of such determination, and if at such time the Company is then eligible to utilize Form S-3 (or any successor form) for the purpose of issuance registering such Warrant Shares, without limiting the ability of the Additional Common SharesCompany to otherwise register its securities on a “shelf registration statement” on Form S-3 (or any successor form), Additional Warrants, and/or Warrant Sharesthen upon the written request of such Holder, the Company shall promptly amend the Registration Statement on such other form as may be necessary use reasonable best efforts to maintain the effectiveness of the Registration Statement for this purpose. If at any time during the period commencing on the date hereof and ending on the last Trading Day during the Additional Closing Eligibility Period (after giving effect to any extensions thereof in accordance herewith), the Registration Statement is not effective or is not otherwise available for register the issuance of the Securities such Warrant Shares on Form S-3 (or any prospectus contained therein is not available for use (each, a “Registration Failure”), the Company shall immediately notify the holders of the Securities in writing that the Registration Statement is not then effective or a prospectus contained therein is not available for use, the Company shall promptly (but no later than 10 Trading Days after such Registration Failuresuccessor form) file a new registration statement (each, a “Replacement Registration Statement”) with respect to the Additional Common Shares, Additional Warrants and Warrant Shares that are then eligible to be issued hereunder and/or pursuant to the Warrants, as applicable, and thereafter shall promptly notify such holders when the Registration Statement or such Replacement Registration Statement, expeditiously as applicable, is effective and available for the issuance of the Securities or such prospectus is again available for use. The Company shall use its best efforts to cause any Replacement Registration Statement to be declared effective as soon as reasonably practicable but no later than ninety (90) calendar days following the filing thereof with the SEC (receipt of such effective date, the “Replacement Registration Statement Effective Datewritten request.”). On the Replacement Registration Statement Effective Date, solely with respect to any subsequent issuance of any Additional Common Shares or Additional Warrants hereunder or any Warrant Shares pursuant to any Warrants, the definition of “Registration Statement” as used herein and under the Warrants shall be deemed to be amended and restated as such applicable Replacement Registration Statement, mutatis mutandis.

Maintenance of Registration Statement. For so long as any of the Series A Warrants remain outstanding or any Additional Common Shares or Additional Warrants are issuable hereunderoutstanding, the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement (or a successor registration statement on an appropriate form) for the issuance thereunder of the Additional Common Shares, Additional Warrants, and/or Series A Warrant Shares, provided that if at any time while the Series A Warrants are outstanding or any Additional Common Shares or Additional Warrants are issuable hereunder the Company shall be ineligible to utilize Form S-3 F-3 (or any successor form) for the purpose of issuance of the Additional Common Shares, Additional Warrants, and/or Series A Warrant Shares, the Company shall promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of the Registration Statement (or a successor registration statement on an appropriate form) for this purpose. If at any time during the period commencing on following the date hereof and ending on the last Trading Day during the Additional Closing Eligibility Period (after giving effect to any extensions thereof in accordance herewith), the Registration Statement is not effective or is not otherwise available for the issuance of the Securities Series A Warrant Shares or any prospectus contained therein is not available for use (each, a “Registration Failure”)use, the Company shall immediately notify the holders of the Securities Series A Warrants in writing that the Registration Statement (or a successor registration statement on an appropriate form) is not then effective or a prospectus contained therein is not available for use, the Company shall promptly (but no later than 10 Trading Days after such Registration Failure) file a new registration statement (each, a “Replacement Registration Statement”) with respect to the Additional Common Shares, Additional Warrants and Warrant Shares that are then eligible to be issued hereunder and/or pursuant to the Warrants, as applicable, use and thereafter shall promptly notify such holders when the Registration Statement (or such Replacement Registration Statement, as applicable, a successor registration statement on an appropriate form) is effective again and available for the issuance of the Securities Series A Warrant Shares or such prospectus is again available for use. The If at any time a registration statement on Form F-6 is not available for the issuance of all or any part of the ADRs required to be issued (or reserved for issuance) pursuant to the Warrants or this Agreement, the Company shall use its best efforts promptly amend the Company’s existing registration statement on Form F-6 (or, at the Company’s option, file a new registration statement on Form F-6) as may be necessary to cause any Replacement Registration maintain the effectiveness (or to establish the effectiveness) of a registration Statement on Form F-6 for this purpose. Notwithstanding anything herein to be declared effective as soon as practicable but no later than ninety (90) calendar days following the filing thereof with the SEC (such effective datecontrary, the “Replacement Registration Statement Effective Date”). On Company shall not file a registration statement registering the Replacement Registration Statement Effective Date, solely with respect to any subsequent issuance resale of any Additional Common Shares or Additional Warrants hereunder or of the Securities in a secondary offering by any Warrant Shares pursuant to any Warrants, Buyer without the definition prior written consent of “Registration Statement” as used herein and under the Warrants shall be deemed to be amended and restated as such applicable Replacement Registration Statement, mutatis mutandisBuyer.

Maintenance of Registration Statement. For (a) The Company shall use its best efforts to keep the Registration Statement continuously effective until the date that no Holder owns any Registrable Securities. Upon the occurrence of any event that would cause the Registration Statement or the Prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Warrants by the Holders and the issuance of Common Stock pursuant to the exercise of the Warrants (including due to increases from time to time pursuant to the terms of the Warrants), the Company shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if Commission review is required, use its best efforts to cause such amendment to be declared effective as soon as practicable; (b) The Company shall prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so long supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the applicable period in accordance with the intended method or methods of distribution set forth in such Registration Statement or supplement to the Prospectus; (c) The Company shall advise the Holder Representative promptly and, if requested by the Holder Representative, confirm such advice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to any successor Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Warrants or the Common Stock for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the Warrants remain outstanding preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any Additional Common Shares document incorporated by reference therein untrue, or Additional Warrants are issuable hereunderthat requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or "blue sky" laws, the Company shall use its best efforts to maintain obtain the effectiveness withdrawal or lifting of such order at the earliest possible time or, failing that, to promptly file another Registration Statement covering the Registrable Securities, in the event of an event or circumstance of the Registration Statement for the issuance thereunder of the Additional Common Shares, Additional Warrants, and/or Warrant Shares, provided that if at any time while the Warrants are outstanding or any Additional Common Shares or Additional Warrants are issuable hereunder the Company shall be ineligible to utilize Form S-3 kind described in clause (or any successor formiv) for the purpose of issuance of the Additional Common Shares, Additional Warrants, and/or Warrant Sharesabove, the Company shall promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of the Registration Statement for this purpose. If at any time during the period commencing on the date hereof and ending on the last Trading Day during the Additional Closing Eligibility Period (after giving effect to any extensions thereof in accordance herewith), the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any prospectus contained therein is not available for use (each, a “Registration Failure”), the Company shall immediately notify the holders of the Securities in writing that the Registration Statement is not then effective or a prospectus contained therein is not available for use, the Company shall promptly (but no later than 10 Trading Days after such Registration Failure) file a new registration statement (each, a “Replacement Registration Statement”) with respect to the Additional Common Shares, Additional Warrants and Warrant Shares that are then eligible to be issued hereunder and/or pursuant to the Warrants, as applicable, and thereafter shall promptly notify such holders when the Registration Statement or such Replacement Registration Statement, as applicable, is effective and available for the issuance of the Securities or such prospectus is again available for use. The Company shall use its best efforts to cause cure such inaccuracy at the earliest possible time, and in any Replacement event within 90 days of the occurrence of such event or circumstance; (d) The Company shall subject to paragraph (a) above, if any fact or event contemplated by paragraph (c)(iii) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the Holders, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) The Company shall furnish to the Holder Representative, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus, which documents will be subject to the review and comment of the Holder Representative for a period of at least five Business Days, and the Company shall not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus to which the Holder Representative shall reasonably object within five Business Days after the receipt thereof. The Holder Representative shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be declared filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act; (f) The Company shall make available, at reasonable times, for inspection by the Holder Representative and any attorney or accountant retained by the Holder Representative, all financial and other pertinent corporate documents and records of Company and cause the Company's officers, directors and employees to supply all information reasonably requested by the Holder Representative, or any such attorney or accountant in connection with a sale of the Warrants or Common Stock, to the extent such information relates to the Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; (g) The Company shall if requested by the Holder Representative, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the Holder Representative may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable but no later than ninety after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; (90h) calendar days following The Company shall furnish to Holder Representative in connection with each exercise of the filing thereof with the SEC (such effective date, the “Replacement Registration Statement Effective Date”). On the Replacement Registration Statement Effective Date, solely with respect to any subsequent Warrants or issuance of any Additional Common Shares or Additional Warrants hereunder or any Warrant Shares pursuant to any WarrantsStock, without charge, at least one copy of the definition of “Registration Statement” as used herein and under the Warrants shall be deemed to be amended and restated as such applicable Replacement Registration Statement, mutatis mutandisas first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (i) The Company shall upon the request of the Holder Representative, enter into such agreements and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Warrants or the issuance of Common Stock as may be reasonably requested by the Holder Representative in connection with any sale or resale of the Warrants or issuance of Common Stock. (j) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and (k) The Company shall provide promptly to the Holder Representative, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.