Common use of Obligation to Register Clause in Contracts

Obligation to Register. The Company agrees to use its best efforts to file with the Commission no later than December 31, 2001, a registration statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act covering all of the Shares. Such registration statement shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Shares for resale by the holders of Convertible Notes or Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities to be offered for sale by the Company to be included in such registration statement. The Company shall use its best efforts to cause such registration statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and, subject to applicable laws, rules and orders, to keep such registration statement continuously effective under the Securities Act for five years after the Closing date, or such shorter period ending when there cease to be outstanding any Shares or Convertible Notes held by the Holders. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file a registration statement relating to shares of Common Stock to be issued in connection with such acquisition. In such event, if the Board of Directors of the Company reasonably determines that the Company will be filing a registration statement under the Securities Act in connection with an acquisition, then any registration statement required to be filed by this Section 13.2 or Section 13.3 hereof may be temporarily delayed at the discretion of the Company's Board of Directors, and the Shares which would have been otherwise included in such registration statement shall be included in the Company's registration statement to be filed in connection with the contemplated acquisition, so that the Company would not be required to file more than one registration statement in any consecutive six-month period; provided, however, that the provisions of this sentence shall not be applicable, and the Company shall not be permitted to delay the filing of a registration statement registering the Shares, in the event that the Company proposes, in connection with any such acquisition, to use a registration statement on Form S-4 or any successor form thereto.

Obligation to Register. The Company agrees to use its best efforts to shall, in the case of Section ---------------------- 2(c)(i) or (ii) hereof, as promptly as reasonably practicable and, in the case of Section 2(c)(iii) or (iv) hereof, within 45 days after a Shelf Request, file with the Commission no later than December 31, 2001, SEC a registration statement Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under covering, in the Securities Act covering case of Section 2(c)(i) or (ii) hereof, all of the SharesRegistrable Notes and, in the case of Section 2(c)(iii) or (iv) hereof, the Notes have been the subject of a Shelf Request (the "Shelf Registration"). Such registration statement If the Company shall not have yet filed an Exchange Registration Statement, the Company shall use its best efforts to file with the SEC the Shelf Registration on or prior to the Filing Date. The Shelf Registration shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Shares Registrable Notes for resale by the holders of Convertible Notes or Shares ("Holders") Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities to be offered for sale by the Company to be included in such registration statement. The Company shall use its best efforts to cause such registration statement the Shelf Registration to be declared effective pursuant to under the Securities Act by, in the case of Section 2(c)(iii) or (iv) hereof the 120th day after the Shelf Request or, in the case of Section 2(c)(i) or (ii), as promptly as practicable following the filing thereofreasonably practicable, and, subject to applicable laws, rules and orders, to keep such registration statement the Shelf Registration continuously effective under the Securities Act for five until the date which is two years after from the Closing dateIssue Date, subject to suspension and extension pursuant to the last paragraph of Section 5 hereof, or such shorter period ending when there cease to be outstanding any Shares or Convertible all Registrable Notes held covered by the Holders. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file a registration statement relating to shares of Common Stock to be issued in connection with such acquisition. In such event, if the Board of Directors of the Company reasonably determines that the Company will be filing a registration statement under the Securities Act in connection with an acquisition, then any registration statement required to be filed by this Section 13.2 or Section 13.3 hereof may be temporarily delayed at the discretion of the Company's Board of Directors, and the Shares which would Shelf Registration have been otherwise included sold in such registration statement shall be the manner set forth and as contemplated in the Shelf Registration or all Notes included in the Company's registration statement Shelf Registration and remaining unsold thereunder have ceased to be filed in connection with Registrable Notes (the contemplated acquisition, so that the Company would not be required to file more than one registration statement in any consecutive six-month period; provided, however, that the provisions of this sentence shall not be applicable, and the Company shall not be permitted to delay the filing of a registration statement registering the Shares, in the event that the Company proposes, in connection with any such acquisition, to use a registration statement on Form S-4 or any successor form thereto"Effectiveness Period").

Obligation to Register. The Company agrees to use its best commercially reasonable efforts to file with the Commission no later than December 31September 30, 20012007, a registration statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act covering all of the Shares. Such registration statement shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Shares for resale by the holders of Convertible Notes or Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities to be offered for sale by the Company to be included in such registration statement. The Company shall use its best commercially reasonable efforts to cause such registration statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and, subject to applicable laws, rules and orders, to keep such registration statement continuously effective under the Securities Act for five years after the Closing date, or such shorter period ending when there cease to be outstanding any Shares or Convertible Notes held by the Holders. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file a registration statement relating to shares of Common Stock to be issued in connection with such acquisition. In such event, if the Board of Directors of the Company reasonably determines that the Company will be filing a registration statement under the Securities Act in connection with an acquisition, then any registration statement required to be filed by this Section 13.2 14.2 or Section 13.3 14.3 hereof may be temporarily delayed at the discretion of the Company's Board of Directors, and the Shares which would have been otherwise included in such registration statement shall be included in the Company's registration statement to be filed in connection with the contemplated acquisition, so that the Company would not be required to file more than one registration statement in any consecutive six-month period; provided, however, that the provisions of this sentence shall not be applicable, and the Company shall not be permitted to delay the filing of a registration statement registering the Shares, in the event that the Company proposes, in connection with any such acquisition, to use a registration statement on Form S-4 or any successor form thereto.

Obligation to Register. The Company agrees to use its best all reasonable efforts to file register the Shares with the Commission no later than December 31, 2001, a registration statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 resale by the Purchaser under the Securities Act covering all within six months following the date hereof and to keep the registration statement on which the Shares are registered effective until the second anniversary of the Shares. Such date hereof (or until such earlier time as all the Shares have been publicly sold); provided, however, that, subject to the provisions of Section 4(c)(iii)(E), upon the prior written request of Purchaser, such registration statement shall be on Form S-3 under kept effective until the Securities Act, if third anniversary of the date hereof (or until such Form is then available for use by earlier time as all the Company, or another appropriate form that is available to the Company permitting registration of such Shares for resale by the holders of Convertible Notes or Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offeringshave been publicly sold). The Company shall not permit any securities to be offered for sale by the Company to be included in such registration statement. The Company shall use its best efforts to cause such registration statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and, subject to applicable laws, rules and orders, to keep such registration statement continuously effective under the Securities Act for five years after the Closing date, or such shorter period ending when there cease to be outstanding any Shares or Convertible Notes held by the Holders. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file delay filing a registration statement, and may withhold efforts to cause the registration statement relating to shares of Common Stock to be issued in connection with such acquisition. In such eventbecome effective, if the Board Company determines in good faith that such registration might (1) interfere with or affect the negotiation or completion of Directors of any transaction that is being contemplated by the Company reasonably determines that the Company will be filing (whether or not a registration statement under the Securities Act in connection with an acquisition, then any registration statement required final decision has been made to be filed by this Section 13.2 or Section 13.3 hereof may be temporarily delayed undertake such transaction) at the discretion time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company's Board of Directorsshareholders. If, and after a registration statement with respect to the Shares which would have been otherwise included in such registration statement shall be included in becomes effective, the Company's Company advises the Purchaser that the Company considers it appropriate for the registration statement to be filed in connection with amended, the contemplated acquisition, so Purchaser shall suspend any further sales of the Shares until the Company advises the Purchaser that the registration statement has been amended. The time period referred to herein during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the rights to sell shares was suspended pursuant to the preceding sentence, but in no event will the Company would not be required to file more than one update the registration statement in any consecutive six-month period; provided, however, that after the provisions third anniversary of this sentence shall not be applicable, and the Company shall not be permitted to delay the filing of a registration statement registering the Shares, in the event that the Company proposes, in connection with any such acquisition, to use a registration statement on Form S-4 or any successor form theretodate hereof.

Obligation to Register. The Company agrees to use its best efforts to file with Regardless of whether the Commission no later than December 31Warrant has been exercised, 2001, the Shares shall be included in a registration statement for on an offering to be made on a continuous or delayed basis pursuant to Rule 415 appropriate registration statement form under the Securities Act covering all of 1933 (“Registration Statement”) to be filed no later than 45 calendar days after the Final Closing (as defined in the Managing Dealer Agreement) of the Shares. Such registration statement shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Shares for resale by the holders of Convertible Notes or Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities to be offered for sale Offering date by the Company at the sole expense of the Company and shall include in respect of each Investor, so as to be included permit a public resale in such registration statement. The Company shall use its best efforts to cause such registration statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and, subject to applicable laws, rules and orders, to keep such registration statement continuously effective under the Securities Act for five years after the Closing date, or such shorter period ending when there cease to be outstanding any United States of Shares or Convertible Notes held by the Holdersselling stockholder and not as underwriter. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file a registration statement relating to Only shares of Common Stock to may be issued in connection with such acquisitionregistered under the Registration Statement. In such event, if the Board of Directors The Company will notify each Investor of the Company reasonably determines that the Company will be filing a registration statement under the Securities Act in connection with an acquisition, then any registration statement required to be filed by this Section 13.2 or Section 13.3 hereof may be temporarily delayed at the discretion effectiveness of the Company's Board Registration Statement (the “Effective Date”) within three Trading Days of Directorsthe date thereof (days in which the NASDAQ National Market is open for quotation) (each, and the Shares which would have been otherwise included in such registration statement shall be included in the Company's registration statement a “Trading Day”). The Corporation acknowledges that there is no adequate remedy at law for failure by it to be filed in connection comply with the contemplated acquisition, so provisions of Section 4.1 of this Agreement and that the Company such failure would not be required to file more than one registration statement adequately compensable in any consecutive six-month period; provided, however, that the provisions of this sentence shall not be applicabledamages, and the Company shall not therefore agrees that its agreements contained in this Section 4.1 may be permitted to delay the filing of a registration statement registering the Shares, in specifically enforced. In the event that the Company proposesRegistration Statement is not filed with the SEC by 45 calendar days after the Final Closing date (the “Registration Default”), then for every business day (or fraction thereof) that the Corporation is late in connection with any filing the Registration Statement beyond such acquisitiondeadline, the Corporation shall issue to each Investor on a pro-rata basis, as liquidated damages for such failure and not as a penalty, additional shares of Common Stock in whole share increments equal to 1% of the Shares purchased in the Offering until such Registration Statement has been filed or 100 business days, whichever is earlier. Notwithstanding anything to the contrary contained herein, (i) the failure of the Registration Statement to be declared effective, (ii) the Corporation’s failure to maintain the effectiveness of the Registration Statement, or (iii) the inability of an Investor to use an otherwise effective Registration Statement to effect resales of the Registrable Securities shall not constitute a registration statement on Form S-4 or any successor form theretoRegistration Default and shall not trigger the accrual of liquidated damages hereunder.