Common use of Obligation to File and Maintain Clause in Contracts

Obligation to File and Maintain. The Company will use its reasonable best efforts to file with the SEC and cause to become effective no later than the expiration of the Lock-Up Period or within 45 days following (i) the occurrence of a Change of Control or (ii) receipt of a notice from the Company of the execution by the Company of a definitive agreement with a Person which will result in a Change of Control, a Registration Statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Purchasers may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offering. The Company shall use its reasonable best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the fourth anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Purchasers or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. The Subject to the limitations provided herein, if at any time the Company will use its reasonable best efforts shall be requested in writing (which writing shall specify the Registrable Securities to file with be sold and the SEC and cause to become effective no later than intended method of disposition) by the expiration Purchaser or any subsequent holders of Convertible Notes or Registrable Securities constituting 51% or more of the Lock-Up Period or within 45 days following Registrable Securities then outstanding (i) treating the occurrence of a Change of Control or (ii) receipt of a notice from the Company Registrable Securities issuable upon conversion of the execution by Convertible Notes as outstanding for this purpose), to effect the Company of a definitive agreement with a Person which will result in a Change of Control, a Registration Statement registration under the Securities Act of the Registrable Securities, the Company shall, within 10 business days after the Company receives such written request give written notice of such requested registration to all other holders of Convertible Notes and Registrable Securities. The Company shall within sixty (60) days of such request, file a registration statement covering all of the number of Registrable Securities that the Company has been so requested to register by the holder(s) sending the initial request for registration to the offering Company and all other Registrable Securities that the Company has been requested to register by the other holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company. The registration statement shall include a number of shares of Common Stock issuable upon the conversion of the Convertible Notes issued hereunder or if all the Convertible Notes have been already converted, such number of shares of Common Stock issued upon such conversion on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Company shall not be required to effect more than three (3) Shelf Registration statements pursuant to this Section 8.1(a) if, with respect to any such registration, the following conditions are met: (i) such registration becomes effective and remains effective until such time as all securities registered thereunder have been sold and (ii) the Purchaser does not withdraw its request for registration in its entirety prior to the time such Shelf Registration becomes effective; provided, however, the Company shall file any additional Shelf Registration Statements from time to time to include a number of shares of Common Stock sufficient to reflect any anti-dilution adjustments and accrual of interest paid as PIK Securities (as defined in the Convertible Notes). The Common Stock registered under the Shelf Registration shall be reserved for the Common Stock issued or issuable, as the case may be, upon the conversion of the Convertible Notes. The Shelf Registration shall be on an appropriate form and the Shelf such Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Purchasers the holders of Registrable Securities may from time to time notify the Company, including (I) the sale of some or all of the Registrable Securities in a public offering. The Company shall use its reasonable best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities , or (provided that the Company may terminate the effectiveness of a Shelf Registration on the fourth anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, II) if required requested by the Securities Act or if reasonably requested by Purchasers or an underwriter any holder of Registrable Securities, subject to receipt by the Company of such information (including information relating to reflect purchasers) as the Company reasonably may require, (i) a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which any specific plan holder of distribution Registrable Securities undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradable in the United States, (ii) a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which any holder of Registrable Securities undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradable by the purchasers thereof, or method (iii) a transaction under Rule 144A of sale, and shall use its reasonable best efforts the Securities Act in connection with which any holder of Registrable Securities undertakes to have effect a registration after the conclusion of such supplements and amendments declared effective, if required, as soon as practicable after filingtransaction to permit such shares to be freely tradable by the purchasers thereof.

Obligation to File and Maintain. The Promptly following the Commencement Date, the Company will use its commercially reasonable best efforts to file with the SEC and cause to become effective no later than the expiration of the Lock-Up Period or within 45 days following (i) the occurrence of Commission a Change of Control or (ii) receipt of a notice from the Company of the execution by the Company of a definitive agreement with a Person which will result in a Change of Control, a Registration Statement registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities and will use commercially reasonable efforts to have it declared effective as promptly as practicable following the Commencement Date (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Purchasers a Purchaser may from time to time notify the Company, including including, without limitation, the sale of some or all of the Registrable Securities in a public offeringoffering or, if requested by a Purchaser, subject to receipt by the Company of such information (including information relating to Purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from registration requirements of the Securities Act in which the seller undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its commercially reasonable best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on three years thereafter, or, with respect to any Purchaser entitled to preemptive rights under the first date that there are no Registrable Securities (provided that Purchase Agreement, if longer, three years after the last acquisition by such Purchaser of securities of the Company may terminate the effectiveness of a Shelf Registration on the fourth anniversary of the date pursuant to such preemptive rights (not including periods during such period of effectiveness thereof plus a number of days equal to the number of days in all which are Registration Suspension Periods relating to and any periods during which such Shelf Registrationregistration cannot be used by Purchasers as a result of any stop order, injunction or other order of the Commission or other government authority for any reason other than an act or omission of a Purchaser), or, if shorter, the holding period under Rule 144(k) promulgated under the Securities Act for Persons who are not affiliates of the Company (the "Effectiveness Period")). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Purchasers a Purchaser or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its commercially reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. The At any time following the purchase by Buyer of Company Preferred Stock, promptly upon the written request of Buyer, the Company will use its reasonable best efforts to file with the SEC and cause to become effective no later than the expiration of the Lock-Up Period or within 45 days following (i) the occurrence of Commission a Change of Control or (ii) receipt of a notice from the Company of the execution by the Company of a definitive agreement with a Person which will result in a Change of Control, a Registration Statement registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Purchasers Buyer may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offeringoffering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its reasonable best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the fourth second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Purchasers Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.