Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. In accordance with the procedures set forth in Section 4, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than the earlier of (i) 30 days following the date that the Company files its annual report on Form 10-K for the year ended December 31, 2016 and (ii) 90 days after the Closing Date, a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares consisting of Common Shares and all Additional Shares in respect thereof (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company agrees to use its commercially reasonable efforts to cause any Mandatory Registration Statement to be declared effective as soon as practicable, but in no event later than 40 days after filing the Mandatory Registration Statement (or the 90th day if the Commission reviews the Mandatory Registration Statement). The fact that the Preferred Shares have not converted into Common Stock shall not affect the Company’s continuing obligation to cause such conversion or to register the sale of the Common Shares.

Mandatory Shelf Registration. In accordance with the procedures set forth in Section 4, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than the earlier of (i) 30 days following the date that the Company files its annual report on Form 10-K for the year ended December 31, 2016 and (ii) 90 days after the Closing Date, a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares consisting of Common Shares and all Additional Shares in respect thereof (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company agrees to use its commercially reasonable efforts to cause any Mandatory Registration Statement to be declared effective shall prepare and, as soon as practicable, but in no event later than 40 days after filing the Mandatory Filing Deadline, file with the Commission an initial shelf Registration Statement on Form S-3, or equivalent if Form S-3 is unavailable to the Company (or any successor form) or a shelf Registration Statement on Form S-1 to the 90th day if extent Form S-3 is unavailable to register all Registrable Securities, covering the resale by the Investors of all of the Shares, so as to permit the resale of such Registrable Securities by the Investors under Rule 415 under the Securities Act on a delayed or continuous basis at then prevailing market prices or at privately negotiated prices or as otherwise permitted by law (the “Initial Registration Statement”). Such initial Registration Statement shall name any Investor requesting inclusion therein as a selling shareholder, and provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Investors named therein. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission reviews as promptly as practicable, and in any event not later than by the Mandatory Effectiveness Deadline. In the event the Company files a Registration Statement on Form S-1, as soon as the Company qualifies for, and is able to include all Registrable Securities on, Form S-3, the Company shall use its commercially reasonable efforts to (i) convert the Registration Statement on Form S-1 (and any New Registration Statement). The fact that ) to a Form S-3 Registration Statement or (ii) file a Form S-3 Registration Statement, as the Preferred Shares have not converted into Common Stock shall not affect the Company’s continuing obligation to cause such conversion or to register the sale of the Common Sharescase may be, in each case, as soon as practicable.

Mandatory Shelf Registration. In accordance with the procedures set forth in Section 4, the (a) The Company agrees to (i) file with the Commission as soon as reasonably practicableSEC, but in no event later than the earlier of (i) 30 two business days following the date that the Company files its annual report on Form 10-K for the year ended December 31, 2016 and (ii) 90 days after the Closing Datehereof, a shelf registration statement Registration Statement on Form S-3 or such other form under the Securities 1933 Act then available to the Company providing that covers all Registrable Securities then outstanding for the resale an offering to be made on a delayed or continuous basis pursuant to Rule 415 from time to time by under the Holders of 1933 Act or any and all Registrable Shares consisting of Common Shares and all Additional Shares in respect thereof successor rule thereto (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company agrees to ) and (ii) use its commercially reasonable best efforts to cause any the Mandatory Shelf Registration Statement to be declared effective by the SEC as soon as practicablereasonably practical thereafter, but in no event later than 40 90 calendar days after the initial date of filing thereof and, with respect to any Registration Statement required pursuant to Section 1(d), the Additional Registration Deadline; provided, that, notwithstanding the foregoing, if, during the period beginning on February 14, 2018 and ending on March 16, 2018 (the “Effectiveness Grace Period”), the Mandatory Shelf Registration Statement has otherwise satisfied all requirements for the declaration of its effectiveness under applicable SEC regulations and the Company has not filed its Form 10-K for the fiscal year ended December 31, 2017 (or the 90th day “2017 Form 10-K”), the Company shall not be in breach of its obligations under this clause (ii) for so long as the Company does not meet the conditions set forth in paragraph (c) of Rule 3-01 of Regulation S-X and uses commercially reasonable efforts to file the 2017 Form 10-K by February 28, 2018, but in no event later than the end of the Effectiveness Grace Period. The Company shall consult with the Shareholder if the Commission reviews it intends to include in the Mandatory Shelf Registration Statement). The fact that the Preferred Shares have not converted into Common Stock shall not affect the Company’s continuing obligation to cause such conversion or to register the sale Statement securities held by other securityholders of the Common SharesCompany and, if requested by the Shareholder, the Mandatory Shelf Registration Statement will not include such other securities.