Common use of Prospectus Supplement and Blue Sky Clause in Contracts

Prospectus Supplement and Blue Sky. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyers, and as soon as practicable after execution of this Agreement the Company shall file, the Prospectus Supplement with respect to the Initial Common Shares, the Initial Warrants and the Initial Warrant Shares as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. Immediately prior to each Additional Closing Date, the Company shall have delivered to the Buyers, and as soon as practicable after the Additional Closing Notice Date the Company shall file, the Prospectus Supplement with respect to the Additional Common Shares, the Additional Warrants and the Additional Warrant Shares related to such Additional Closing as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. If required, the Company, on or before the applicable Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the applicable Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to such Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

Prospectus Supplement and Blue Sky. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyersdelivered, and as soon as practicable after execution of this Agreement the Company shall file, but in no event later than 9:30 a.m. on the date hereof, the Prospectus Supplement with respect to the Initial Common Shares, the Initial Warrants and the Initial Warrant Shares Securities as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. Immediately prior to each Additional Closing Date, the The Company shall have delivered to the Buyerstaken immediately upon execution of this Agreement such action, and as soon as practicable after the Additional Closing Notice Date the Company shall fileif any, the Prospectus Supplement with respect to the Additional Common Shares, the Additional Warrants and the Additional Warrant Shares related to such Additional Closing as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. If required, the Company, on or before the applicable Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the applicable Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to such the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers. The Company shall use its reasonable best efforts to take all necessary action to ensure the compliance with all applicable securities laws (including without limitation “Blue Sky” laws) of the issuance of any Warrant Shares from time to time upon exercise of the Warrants.

Prospectus Supplement and Blue Sky. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyersdelivered, and as soon as practicable after execution of this Agreement the Company shall file, but in no event later than 9:30 a.m. on the Trading Day following the date hereof, the Prospectus Supplement with respect to the Initial Common Shares, the Initial Warrants and the Initial Warrant Shares Securities as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. Immediately prior to each Additional Closing Date, the The Company shall have delivered to the Buyerstaken immediately upon execution of this Agreement such action, and as soon as practicable after the Additional Closing Notice Date the Company shall fileif any, the Prospectus Supplement with respect to the Additional Common Shares, the Additional Warrants and the Additional Warrant Shares related to such Additional Closing as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. If required, the Company, on or before the applicable Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers Buyer at the applicable Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to such the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the BuyersBuyer. The Company shall use its reasonable best efforts to take all necessary action to ensure the compliance with all applicable securities laws (including without limitation “Blue Sky” laws) of the issuance of any Warrant Shares from time to time upon exercise of the Warrants.

Prospectus Supplement and Blue Sky. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyersdelivered, and as soon as practicable after execution of this Agreement the Company shall file, the Prospectus Supplement with respect to the Initial Common Shares, the Initial Warrants and the Initial Warrant Shares Securities as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. Immediately If required under applicable law, immediately prior to each the consummation of the Additional Closing DateClosing, the Company shall have delivered to the Buyers, deliver and as soon as practicable after the Additional Closing Notice Date the Company shall file, the Prospectus Supplement file a prospectus supplement with respect to the Additional Common Shares, Securities to be issued at the Additional Warrants and the Additional Warrant Shares related to such Additional Closing as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. If required, the Company, on or before the applicable each Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the applicable each Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to such each Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.