Common use of Registration and Listing; Effective Registration Clause in Contracts

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expired, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Act, will comply in all material respects with its reporting and filing obligations under the 1934 Act, and will not take any action or file any document (whether or not permitted by the 1934 Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expired, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option has not expired.

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares Options or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares Options or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and Option Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares and Option Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares Options or Warrants are outstanding and the Preferred Share Option has not expiredoutstanding.

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Common Shares or are held by the Investor and no Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Common Shares or are held by the Investor and no Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and Warrant Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Common Shares are held by the Investor or Warrants are outstanding and the Preferred Share Option has not expiredoutstanding.

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Exchange Act, and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares or Warrants are outstanding outstanding. For purposes of this paragraph (and elsewhere in this Agreement where applicable), the Preferred Share Option has not expired.term "Company" shall include any successor to the

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares Debentures or Warrants are outstanding and the Preferred Share Option (as defined below) shall have has expired, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 ActSecurities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares Debentures or Warrants are outstanding and the Preferred Share Option (as defined below) shall have has expired, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares Debentures or Warrants are outstanding and or the Preferred Share Option has not expired.

Registration and Listing; Effective Registration. Until such time as no Preferred SharesShares are outstanding, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expired, the Company TXB will cause the Common Stock Shares to continue at all times to be registered under Sections Section 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Exchange Act, and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred SharesShares are outstanding, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredTXB shall, the Company shall continue the listing or trading of the Common Stock Shares on the Principal Market or one of the other Approved Markets Amex and comply in all material respects with the CompanyTXB's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which Amex and any exchange or market where the Common Stock is listedShares are then traded. The Company TXB shall cause the Common Underlying Shares to be listed on the Principal Market or one Amex and such other markets on which the Common Shares are then trading prior to the earlier of the other Approved Markets no later than the effectiveness of (i) the registration of the Common Underlying Shares under the ActAct or (ii) 90 days after the Closing hereunder. As used herein and in the Registration Rights Agreement and the Designation, the term "Effective Registration" shall mean that all registration obligations of TXB pursuant to the Registration Rights Agreement have been satisfied, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Preferred Shares is current and such Common Shares are listed for trading on the Amex, and shall continue such listing(s) other markets on one of which the Approved MarketsCommon Shares are then trading, for so long as any Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option such trading has not expiredbeen suspended for any reason, and none of TXB or any direct or indirect subsidiary of TXB is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Shares or Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Shares or Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Shares or Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option has not expiredoutstanding.

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares to be listed on the Pacific Exchange and the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share Option has not expiredoutstanding.

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants Notes are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Exchange Act, and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants Notes are outstanding and the Preferred Share Option (as defined below) shall have expiredoutstanding, the Company shall continue the listing or trading of the Common Stock on the Principal Market NYSE or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares to be listed on the Principal Market NYSE or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares or Warrants Notes are outstanding outstanding. As used herein and in the Registration Rights Agreement and the Preferred Share Option has Notes, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied in all material respects, such registration is not expired.subject to any suspension or stop order (other than suspensions or stop orders limited to a Suspension Grace Period (as defined in the Registration Rights Agreement), which shall be excluded from this definition solely for purposes of determining the number of days by which the mandatory conversion of the Notes will be deferred), the prospectus for the Common Shares issuable upon

Registration and Listing; Effective Registration. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share option to purchase the Option (as defined below) shall have Shares has expired, the Company will cause the Common Stock to continue at all times to be registered under Sections 12(b) or (g) of the 1934 Exchange Act, will comply in all material respects with its reporting and filing obligations under the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not take any action or file any document (whether or not permitted by the 1934 Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share option to purchase the Option (as defined below) shall have Shares has expired, the Company shall continue the listing or trading of the Common Stock on the Principal Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and Option Shares to be listed on the Principal Market or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares under the Act, and shall continue such listing(s) on one of the Approved Markets, for so long as any Preferred Shares, Additional Preferred Shares or Warrants are outstanding and the Preferred Share option to purchase the Option Shares has not expired.