Common use of Registration of Parent Common Stock Clause in Contracts

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock delivered as Stock Consideration (together with (i) shares of Parent Common Stock delivered as stock consideration under the Institutional Seller SPA and (ii) any securities into which the Parent Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after the Closing Date and such time as there are no Registrable Securities outstanding (such date, the “Registration Rights Termination Date”). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month period.

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock delivered as Stock Consideration (together with (i) shares of Parent Common Stock delivered as stock consideration under the Institutional Seller SPA Management SPA) and (ii) any securities into which the Parent Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after the Closing Date and such time as there are no Registrable Securities outstanding (such date, the “Registration Rights Termination Date”). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month period.

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days As soon as practicable after the Closing Datedate hereof, Parent shall prepare, and, on the later of (i) the Closing Date and (ii) ten (10) Business Days following the date hereof, Parent shall file with the SEC, and cause to become be declared automatically and immediately effective at the time of such filing, one or more registration statements in compliance with the SEC Securities Act (each, a registration statement on Form S-3 (the “Resale Registration Statement”) to register covering the resale of all shares of Parent Common Stock that are to be issued in connection with the payment of the Initial Amount, the Aggregate Series B Preference, the Aggregate Series A Preference and under the Series B Additional Purchase Price Agreement (such shares, together with the shares of Parent Common Stock delivered as Stock Consideration (together with (i) shares of Parent Common Stock delivered as stock consideration otherwise issuable hereunder or under the Institutional Seller SPA and (ii) any securities into which the Parent Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of ParentSeries B Additional Purchase Price Agreement, the “Registrable SecuritiesStock”) ). On or prior to the payment date of each Milestone Payment and providing for the sale of such Registrable Securities from time PRV Payment, as applicable, that Parent intends to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. pay all or in part in Parent Common Stock, Parent shall prepare and file with the SEC, and use commercially its reasonable best efforts to cause to be declared effective as soon as reasonably practicable after filing, one or more Registration Statements covering the resale of all Registrable Stock to be issued in connection with such Resale payment; provided that, notwithstanding anything to the contrary herein other than the subsequent proviso, in no event may Parent elect to pay any portion of a payment hereunder in Registrable Stock unless the Registration Statement covering such Registrable Stock is effective (and not unavailable pursuant to Section 6.10(d)) as of the applicable payment date; provided, however, that if the failure of the Registration Statement to be declared so effective is the result of any Effective Time Holder’s or the Shareholders’ Agent’s noncompliance with this Agreement, Parent shall nevertheless be able to make such payment in Registrable Stock and the obligation to register such Registrable Stock shall be suspended until such time as such Effective Time Holder or the Shareholders’ Agent is in compliance with this Agreement (upon which Parent shall cause the applicable Registration Statement to become effective within three (3) Business Days). Each Registration Statement shall be (x) on Form S-3 (except if Parent fails to meet one or more of the registrant requirements specified in General Instruction I.A. on Form S-3, such registration shall be on another appropriate form in accordance herewith that allows for the Registrable Stock covered thereby to be registered on a delayed and continuous basis) or (y) pursuant to Rule 424(b) under the Securities Act, a prospectus supplement that shall be deemed to be part of an existing “shelf” registration statement in accordance with Rule 430B under the Securities Act as promptly as reasonably practicable and shall permit a delayed or continuous offering. Parent shall cause all Registrable Stock to be listed on NASDAQ and to keep such Resale Registration Statement continuously effective for a period from comply with the date listing requirements of its initial effectiveness until the earlier of three years after the Closing Date and such time as there are no Registrable Securities outstanding (such dateNASDAQ, the “Registration Rights Termination Date”). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month periodincluding all corporate governance requirements.

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall use its --------------------------------------- reasonable best efforts to cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock delivered received by the Holders pursuant to Article II herein or any Parent Common Stock issuable upon conversion of Parent Preferred Stock, as the case may be, that are not subject to restrictions on Disposition pursuant to the Stock Consideration Restriction Agreement, to be registered for sale from time to time by the Holders on one or more shelf registration statements on Form S-3 (together with each, a "Registration ------------ Statement"). The initial Registration Statement shall (i) be filed by Parent --------- with the SEC not later than two (2) business days following the Closing, (ii) cover only those shares of Parent Common Stock delivered as stock consideration under the Institutional Seller SPA and (ii) any securities into which or the Parent Common Stock may be converted or exchanged pursuant to any mergerissuable upon conversion of Parent Preferred Stock, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders case may be, received by any Holders who are not Restricted Shareholders (as defined in the Stock Restriction Agreement), and (iii) remain effective for a period of such Registrable Securities may from time up to time electtwelve (12) months following the effective date thereof. Parent shall use commercially its reasonable best efforts to cause such Resale the initial Registration Statement to be declared effective by the SEC as soon as practicable following the filing thereof. In addition, Parent will file additional Registration Statements on or about each anniversary of the Closing Date until the fifth (5th) anniversary of the Closing Date as required to permit sales of shares of Parent Common Stock or the Parent Common Stock issuable upon conversion of Parent Preferred Stock, as the case may be, received by the Restricted Shareholders to the extent such shares are not subject to restrictions on transfer pursuant to the Stock Restriction Agreement, in excess of the number of shares that may be sold by each such Restricted Shareholder without registration pursuant to Rule 144 under the Securities Act Act, all as promptly as reasonably practicable and to keep such Resale more fully described in the Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after Rights Agreement. On the Closing Date Date, Parent and such time each Holder shall enter into a registration rights agreement substantially in the form annexed hereto as there are no Registrable Securities outstanding Exhibit 8.04 (such date, the “"Registration Rights Termination Date”Agreement"). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month period.------------ -----------------------------