Common use of Registration on Form S-1 Clause in Contracts

Registration on Form S-1. The Company shall file with the Commission a Registration Statement on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonable efforts to (i) make the initial filing of the Registration Statement within 60 days after the earlier of the final closing of the PPO or the Termination Date (as defined in the Term Sheet attached to the Subscription Agreement) of the PPO, and (ii) cause such Registration Statement to be declared effective as soon as practicable after it is first filed; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro-rata basis. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom.

Registration on Form S-1. The Company shall file with the Commission a Registration Statement on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonable efforts to (i) make the initial filing of the Registration Statement within 60 75 days after the earlier of the final closing of the PPO or the Termination Date (as defined in the Term Sheet attached to the Subscription Agreement) of the PPO, and (ii) cause such Registration Statement to be declared effective as soon as practicable after it is first filed; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro-rata basis. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom.

Registration on Form S-1. The Company shall file with the Commission a Registration Statement on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonable efforts to (i) make the initial filing of the Registration Statement within 60 75 days after the earlier of the final closing of the PPO or the Termination Date (as defined in the Term Sheet attached to the Subscription Agreement) of the PPO, and (ii) cause such Registration Statement to be declared effective as soon as practicable after it is first filed; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders Holders of Registrable Securities on a pro-rata basis. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom.

Registration on Form S-1. The Company shall file with the Commission a Registration Statement on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonable efforts to (i) make the initial filing of the Registration Statement within 60 110 days after the earlier of July 1, 2010 the final closing of the PPO or the Termination Date (as defined in the Term Sheet attached to the Subscription Agreement) of the PPOprivate placement offering, and (ii) cause such Registration Statement to be declared effective as soon as practicable after it is first filed; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro-rata basis. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom.

Registration on Form S-1. The No later than the one hundred twentieth (120) Business Day after the closing of the Offering, the Company shall file with the Commission a Registration Statement on Form S-1, or any other applicable form, relating to form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonable efforts to (i) make the initial filing of the Registration Statement within 60 days after the earlier of the final closing of the PPO or the Termination Date (as defined in the Term Sheet attached to the Subscription Agreement) of the PPO, and (ii) cause such Registration Statement to be declared effective as soon as practicable after it is first filedand to keep such Registration Statement effective for a period of twelve months (12) months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Securities and (y) the availability of Rule 144 for the Holder to sell all of the Registrable Securities without volume limitations within a 90 day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro-rata basis. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom.