Common use of Registration Eligibility Clause in Contracts

Registration Eligibility. The Company is eligible to register the Underlying Securities for resale by the Buyers using Form S-1 promulgated under the 1933 Act. “Underlying Securities” means (i) the Conversion Shares, (ii) the Warrant Shares, and (iii) any capital stock of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Warrants or the Notes respectively, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted, exercised or exchanged, in each case, without regard to any limitations on conversion of the Notes or exercise of the Warrants, respectively.