Common use of Registration of Warrant Shares; Suspension of Exercise Period Clause in Contracts

Registration of Warrant Shares; Suspension of Exercise Period. (a) The Company shall use its Commercially Reasonable Best Efforts to (i) file under the Securities Act, within thirty (30) days of the date hereof, the Registration Statement, (ii) cause such Registration Statement to be declared effective by the SEC within ninety (90) days of the date hereof and (iii) keep such Registration Statement effective at all times during the Exercise Period, and will make such number of Qualifying Prospectuses available to Holders as they shall reasonably request. No shares of Common Stock shall be issued, and the right to exercise all Warrants shall be suspended, for all periods during which there is not an effective Registration Statement and/or there is not a Qualifying Prospectus available to Holders. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, and the Company shall cause the Warrant Agent to notify the Holders of the termination of such suspension promptly following notice to the Warrant Agent by the Company. Should the ability of the Holders to exercise the Warrants be suspended for more than an aggregate of sixty (60) days in any three hundred sixty five (365) day period pursuant to this Section 4.3(a), the Exercise Period shall be extended by the aggregate number of days in such suspension period(s) in excess of sixty (60) days. The Company represents and warrants that the issuance of the Warrants is exempt from registration pursuant to Section 3(a)(10) of the Securities Act.

Registration of Warrant Shares; Suspension of Exercise Period. (a) The Company shall use its Commercially Reasonable Best Efforts to (i) file under the Securities Act, within thirty two hundred seventy (30270) days of the date hereof, the Registration Statement, (ii) cause such Registration Statement to be declared effective by the SEC within ninety three hundred sixty six (90366) days of the date hereof and (iii) keep such Registration Statement effective at all times during the Exercise Period, and will make such number of Qualifying Prospectuses available to Holders as they shall reasonably request. No shares of Common Stock shall be issued, and the right to exercise all Warrants shall be suspended, for all periods during which there is not an effective Registration Statement and/or there is not a Qualifying Prospectus available to Holders. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, and the Company shall cause the Warrant Agent to notify the Holders of the termination of such suspension promptly following notice to the Warrant Agent by the Company. Should the ability of the Holders to exercise the Warrants be suspended for more than an aggregate of sixty (60) days in any three hundred sixty five (365) day period pursuant to this Section 4.3(a), the Exercise Period shall be extended by the aggregate number of days in such suspension period(s) in excess of sixty (60) days. The Company represents and warrants that the issuance of the Warrants is exempt from registration pursuant to Section 3(a)(10) of the Securities Act.

Registration of Warrant Shares; Suspension of Exercise Period. (a) 4.3.1. The Company shall use its Commercially Reasonable Best Efforts to (i) file under the Securities Actfile, within thirty (30) days of the date hereof, the Registration Statement, (ii) cause such Registration Statement and to be declared effective by the SEC within ninety (90) days of the date hereof and (iii) keep such Registration Statement effective at all times during the Exercise Period, a Registration Statement under the Securities Act, and will make such number of Qualifying Prospectuses available to Holders as they shall reasonably request. No ; provided, however, that no shares of Class A Common Stock shall be issued, and the right to exercise all Warrants shall be suspended, for all periods during which there is not an effective a Registration Statement and/or there is not a Qualifying Prospectus available to Holders. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Class A Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, suspension and the Company shall cause the Warrant Agent to notify the Holders of the termination of such suspension promptly within twenty (20) business days following notice to the Warrant Agent by the Company. Should the ability of the Holders to exercise the Warrants be suspended for more than an aggregate of sixty (60) days in any three hundred sixty five (365) day period pursuant to this Section 4.3(a), the Exercise Period shall be extended by the aggregate number of days in such suspension period(s) in excess of sixty (60) days. The Company represents and warrants that (a) the issuance of the Warrants is exempt from registration pursuant to Section 3(a)(10) of the Securities ActAct and (b) the Warrants are therefore transferable without registration under the Securities Act or state "Blue Sky" laws.

Registration of Warrant Shares; Suspension of Exercise Period. (a) The Company shall use covenants that, at its Commercially Reasonable Best Efforts to (i) file under the Securities Actsole cost, within thirty (30) days of the date hereof, the Registration Statement, (ii) cause such Registration Statement to be declared effective by the SEC within ninety (90) days of the date hereof and (iii) keep such Registration Statement effective it will at all times during the Exercise PeriodPeriod keep available such number of authorized shares of its Common Stock, free from all preemptive rights with respect thereto, which will be sufficient to permit the exercise of the Warrants for the full number of Warrant Shares. The Company covenants that the Warrant Shares, when issued pursuant to the exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable. The Company covenants that it will use its Commercially Reasonable Efforts to keep a Registration Statement effective under the Securities Act, and will make such number of Qualifying Prospectuses available to Holders as they shall reasonably request. No ; provided, however, that no shares of Common Stock shall be issued, and the right to exercise all Warrants shall be suspended, for all periods during which there is not an effective Registration Statement and/or there is not a Qualifying Prospectus available to Holders. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, suspension and the Company shall cause the Warrant Agent to notify the Holders of the termination of such suspension promptly within twenty (20) Business Days following notice to the Warrant Agent by the Company. Should the ability of the Holders to exercise the Warrants be suspended for more than an aggregate of sixty (60) days in any three hundred sixty five (365) day period pursuant to this Section 4.3(a), the Exercise Period shall be extended by the aggregate number of days in such suspension period(s) in excess of sixty (60) days. The Company represents and warrants that the issuance of the Warrants is exempt from registration pursuant to Section 3(a)(10) of the Securities Act.