Common use of Registration Statement Filing Clause in Contracts

Registration Statement Filing. The Company will, as soon as practicable, but not later than thirty (30) days after the Final Closing Date, (i) file a shelf registration statement (the "Shelf Registration Statement") with respect to the resale of (A) the Common Stock underlying the Units (including the Units issuable upon exercise of the Placement Options and Advisory Options, (B) the Class C Warrants (including the Class C Warrants underlying the Placement and Advisory Options, (C) the Exercise Shares (including the Exercise Shares underlying the Class C Warrants issuable upon exercise of Placement Options and the Advisory Options) and (D) the shares of Common Stock constituting any Article VI Issuances (together the "Registrable Capital Stock") with the SEC and use its best efforts to have such Shelf Registration Statement declared effective by the SEC prior to the date that is seventy-five (75) days after the Final Closing Date (subject to penalties for failure to effect such registration in the time frames required) and (b) cause such Shelf Registration Statement to remain effective until such date as the holders of the securities (including the securities issued or then required to be issued by the Company pursuant to any Article VI Issuances, whether pursuant to Reset Issuances (as defined in the Subscription Agreement), Semi-Annual Issuances (as defined in the Subscription Agreements) or Dilution Issuances (as defined in the Subscription Agreement) have completed the distribution described in the Shelf Registration Statement or at such time that such shares are no longer, by reason of Rule 144(k) under the Act, required to be registered for the sale thereof by such holders who are not affiliates of the Company. In the event that the Shelf Registration Statement is not declared effective within the 75 day period described above, the Company shall declare and pay, for no additional consideration, to the Purchasers additional Units, equal to .25% of the Units, then held by such Purchaser for each whole month in which the Shelf Registration Statement remains ineffective. If requested by the Placement Agent, and in accordance with applicable securities laws, the Shelf Registration Statement shall cover the direct sale of such Registerable Capital Stock to the holders of such securities. The Registerable Capital Stock will be subject to a staggered "lock-up" as may be deemed advisable by the Placement Agent.

Registration Statement Filing. a. As promptly as reasonably practicable following the Closing, the Company shall file with the Commission a registration statement (the “Registration Statement”) on any appropriate form under the Securities Act with respect to the offering and sale or other disposition of the shares of Company’s common stock underlying the Debentures (the “Shares”). The Company agrees to use all reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practicable following its filing. Each Purchaser agrees to cooperate with and provide assistance to the Company in connection with the registration and sale of the Shares. b. The Company agrees that it will: (i) prepare and file with the Commission, any amendments or supplements to the Registration Statement or prospectus which is a part thereof which may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the offer of the Shares covered by the Registration Statement for a period of the earlier of two (2) years from the effective date of the Registration Statement and the date when all Shares covered by the Registration Statement have been sold or otherwise disposed; (ii) prepare and promptly file with the Commission and promptly notify each Purchaser of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (iii) in case any of the Purchasers are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (iv) advise each Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (v) use its reasonable efforts to qualify the Shares for sale under the securities or “blue sky” laws of such states within the United States as each Purchaser may reasonably designate; and (vi) furnish to each Purchaser, as soon as practicableavailable, but not later than thirty (30) days after the Final Closing Date, (i) file a shelf registration statement (the "Shelf Registration Statement") with respect to the resale of (A) the Common Stock underlying the Units (including the Units issuable upon exercise copies of the Placement Options and Advisory Options, (B) the Class C Warrants (including the Class C Warrants underlying the Placement and Advisory Options, (C) the Exercise Shares (including the Exercise Shares underlying the Class C Warrants issuable upon exercise of Placement Options and the Advisory Options) and (D) the shares of Common Stock constituting any Article VI Issuances (together the "Registrable Capital Stock") with the SEC and use its best efforts to have such Shelf Registration Statement declared effective by the SEC prior to the date that is seventy-five (75) days after the Final Closing Date (subject to penalties for failure to effect such registration in the time frames required) and (b) cause such Shelf Registration Statement to remain effective until such date as the holders of the securities (including the securities issued each preliminary and final prospectus, or then supplement or amendment required to be issued prepared with respect thereto, all in such quantities as they may from time to time reasonably request. c. The Company shall pay all expenses incurred by it incident to the registration of the Shares under this Section 5.3 including, without limitation, all registration and filing fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, premiums and other costs of policies of insurance purchased by the Company pursuant at its option against liabilities arising out of the public offering of such Shares. With respect to sales of Shares, each Purchaser shall pay all underwriting discounts and commissions and fees of underwriters, selling brokers, dealer managers or similar securities industry professional relating to the distribution of the Shares, the fees and disbursements of counsel retained by each Purchaser and transfer taxes, if any. d. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Purchaser, its officers, directors and employees and each person who controls each Purchaser (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any Article VI Issuances, whether pursuant to Reset Issuances (as defined untrue or alleged untrue statement of a material fact contained in the Subscription Agreement), Semi-Annual Issuances (as defined in the Subscription Agreements) or Dilution Issuances (as defined in the Subscription Agreement) have completed the distribution described in the Shelf Registration Statement or at such time that such shares are no longer, by reason of Rule 144(k) under the Act, prospectus or any omission or alleged omission to state therein a material fact required to be registered for stated therein or necessary to make the sale thereof statements therein not misleading, except insofar as the same are caused by such holders who are not affiliates or contained in any information furnished in writing to the Company by any of the CompanyPurchasers expressly for use therein. In Promptly after receipt by each Purchaser under this Section 5.3(d) of notice of the event that commencement of any action (including any governmental action), each Purchaser will, if a claim in respect thereof is to be made against the Shelf Registration Statement is not declared effective within Company under this Section 5.3(d), notify the 75 day period described above, Company in writing of the commencement thereof and the Company shall declare and payhave the right to participate in, for no additional considerationand, to the Purchasers additional Unitsextent the Company so desires, equal jointly with any other indemnifying party similarly noticed, to .25% assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that each Purchaser shall have the right to retain its own counsel, with the fees and expenses to be paid by the Company, if representation of such Purchaser by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between such Purchaser and any other party represented by such counsel in such proceeding. The failure to notify the Company within a reasonable time of the Unitscommencement of any such action, then held by if prejudicial to its ability to defend such action, shall relieve the Company of any liability to such Purchaser for each whole month in which under this Section 5.3(d) but the Shelf Registration Statement remains ineffective. If requested by omission so to notify the Placement Agent, and in accordance with applicable securities laws, the Shelf Registration Statement shall cover the direct sale Company will not relieve it of any liability that it may have to such Registerable Capital Stock to the holders of such securities. The Registerable Capital Stock will be subject to a staggered "lock-up" as may be deemed advisable by the Placement AgentPurchaser otherwise than under this Section 5.3(d).

Registration Statement Filing. The On or before the tenth (10th) Business Day after the Closing Date (or, if later the fifth (5th) Business Day after Purchaser receives the audited financial statements of the Company willfor the fiscal year ended December 31, 2012 and for the 12 month period then ended (along with the executed report of the Company’s auditors thereon and all necessary consents of the Company’s auditors required for, and in proper form for, filing the Registration Statement with the SEC) (the later of such dates, the “Filing Deadline”), POWR shall prepare and file with the SEC a Registration Statement on Form S-3 (the “Registration Statement”) covering the resale of all POWR Shares to be issued to Stockholders hereunder (the “Registrable Shares”) for an offering to be made on a continuous basis pursuant to Rule 415. POWR shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as practicablepossible but, but not in any event, no later than thirty the 75th day following the Closing Date (30) days after the Final Closing Date, “Effectiveness Deadline”). POWR shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) file a shelf registration statement one year after its effective date, (the "Shelf Registration Statement"ii) with respect to the resale of (A) the Common Stock underlying the Units (including the Units issuable upon exercise such time as all of the Placement Options and Advisory OptionsRegistrable Shares covered by such Registration Statement have been publicly sold by the Stockholders, or (Biii) such time as all of the Class C Warrants (including Registrable Shares covered by such Registration Statement may be sold by the Class C Warrants underlying Stockholders pursuant to Rule 144(d). After the Placement and Advisory OptionsRegistration Statement becomes effective, (C) the Exercise Shares (including the Exercise Shares underlying the Class C Warrants issuable upon exercise of Placement Options and the Advisory Options) and (D) the shares of Common Stock constituting any Article VI Issuances (together the "Registrable Capital Stock") POWR shall timely file with the SEC and use its best efforts to have such Shelf Registration Statement declared effective by the SEC prior to the date that is seventy-five (75) days after the Final Closing Date (subject to penalties for failure to effect such registration in the time frames required) and (b) cause such Shelf Registration Statement to remain effective until such date as the holders of the securities (including the securities issued or then required to be issued by the Company pursuant to any Article VI Issuances, whether pursuant to Reset Issuances (as defined in the Subscription Agreement), Semi-Annual Issuances (as defined in the Subscription Agreements) or Dilution Issuances (as defined in the Subscription Agreement) have completed the distribution described in the Shelf Registration Statement or at such time that such shares are no longer, by reason of Rule 144(k) under the Act, required to be registered for the sale thereof by such holders who are not affiliates of the Company. In the event that the Shelf Registration Statement is not declared effective within the 75 day period described above, the Company shall declare and pay, for no additional consideration, to the Purchasers additional Units, equal to .25% of the Units, then held by such Purchaser for each whole month in which the Shelf Registration Statement remains ineffective. If requested by the Placement Agent, and in accordance with applicable Rule 424 under the Securities Act the final prospectus to be used in connection with sales of the Merger Consideration Shares pursuant to such Registration Statement. Purchaser may include other Purchaser securities lawsin the Registration Statement, provided any such inclusion shall not affect the Shelf Registration Statement shall cover Filing Date or the direct sale of such Registerable Capital Stock to the holders of such securities. The Registerable Capital Stock will be subject to a staggered "lock-up" as may be deemed advisable by the Placement AgentEffectiveness Deadline.

Registration Statement Filing. The a. On or before the thirtieth (30th) day following the effectiveness of the S-1 Registration Statement filed by the Company willon August 29, as soon as practicable2003, but not later than thirty (30) days after the Final Closing Date, (i) Company shall file with the Commission a shelf registration statement (the "Shelf REGISTRATION STATEMENT") on any appropriate form under the Securities Act in order to register with the Commission the resale by each Holder, from time to time, of the Underlying Shares. If the Commission notifies the Company that it will not review the Registration Statement", then the Company will request that the Commission declare the Registration Statement effective as soon as possible under the Commission's rules and regulations. If the Commission reviews and issues comments to the Registration Statement, the Company will file an amendment to the Registration Statement within ten (10) Business Days of receipt of the Commission's comments; PROVIDED, HOWEVER, the time period allowed for filing an amendment to the Registration Statement may be extended, if necessary, for up to ten days in the event the Company is unable to obtain on a timely basis any necessary consent from the Company's current and/or former independent auditors, or both, as the case may be. The Company agrees to use all commercially reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practicable following its filing, but in no event later than forty-five (45) days after the date it was filed (if the Commission does not review the Registration Statement) or ninety (90) days after the date it was filed (if the Commission reviews the Registration Statement). Each Purchaser agrees to cooperate with and provide assistance to the Company in connection with the registration of the resale of the Underlying Shares. b. The Company agrees that it will: (i) prepare and file with the Commission, any amendments or supplements to the Registration Statement or prospectus which is a part thereof which may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the resale of (A) the Common Stock underlying Underlying Shares covered by the Units (including the Units issuable upon exercise Registration Statement for a period of the Placement Options and Advisory Options, earlier of two (B2) years from the Class C Warrants (including effective date of the Class C Warrants underlying the Placement and Advisory Options, (C) the Exercise Shares (including the Exercise Shares underlying the Class C Warrants issuable upon exercise of Placement Options Registration Statement and the Advisory Optionsdate when all Underlying Shares covered by the Registration Statement have been sold or otherwise disposed; (ii) prepare and promptly file with the Commission and promptly notify each Purchaser of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if at any time when a prospectus relating to the Underlying Shares is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (iii) in case any of the Purchasers are required to deliver a prospectus, keep the Registration Statement continuously effective and prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (iv) advise each Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (v) use its reasonable efforts to qualify the Underlying Shares for resale under the securities or "blue sky" laws of such states within the United States as each Purchaser may reasonably designate; (vi) furnish to each Purchaser, as soon as available, copies of the Registration Statement and each preliminary and final prospectus, or supplement or amendment required to be prepared with respect thereto, all in such quantities as they may from time to time reasonably request; (vii) notify Purchaser promptly when the Registration Statement or any post-effective amendment is declared effective and of any written request by the Commission for amendments or supplements to the Registration Statement or final prospectus; and (Dviii) cooperate with Purchaser to facilitate the shares timely preparation and delivery of Common Stock constituting certificates or crediting of Underlying Shares to Purchaser's DTC accounts free of any Article VI Issuances (together restrictive legends and in such denominations and registered in such names as the "Registrable Capital Stock") Purchaser may reasonably request. c. The Company shall pay all expenses incurred by it incident to the registration of the resale of the Underlying Shares under this Section 5.3 including, without limitation, all registration and filing fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, and the SEC fees and use disbursements of counsel for the Company and of its best efforts independent public accountants. With respect to have such Shelf Registration Statement declared effective resales of Underlying Shares, each Purchaser shall pay all underwriting discounts and commissions and fees of underwriters, selling brokers, dealer managers or similar securities industry professional relating to the distribution of the Underlying Shares, the fees and disbursements of counsel retained by each Purchaser and transfer taxes, if any. d. Each Holder hereby covenants to promptly execute and deliver a Selling Security Holder Notice and Questionnaire in the SEC form attached hereto as EXHIBIT E to the Company, and to update the Questionnaire upon the Company's request, prior to the filing of a registration statement required under Section 5.3, with any changes to the Questionnaire. If a Holder has not complied with its obligations under this Section 5.3.d at the date that is seventy-five the Company determines to file a registration statement with the Commission pursuant to this Section 5.3, then the Company shall have no obligation to register for resale such Holder's Underlying Shares with the Commission. e. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Purchaser, its directors, officers, agents and employees and each person who controls the Purchaser (75within the meaning of the Securities Act) days after the Final Closing Date (subject to penalties for failure to effect such registration against all Damages caused by any untrue or alleged untrue statement of a material fact contained in the time frames required) and (b) cause such Shelf Registration Statement or prospectus or any omission or alleged omission to remain effective until such date as the holders of the securities (including the securities issued or then state therein a material fact required to be issued stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Purchaser expressly for use therein. Each Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers, agents and employees and each person who controls the Company (within the meaning of the Securities Act) against all Damages but only with respect to any such information furnished in writing by such Purchaser expressly for use therein; and provided further that Purchaser's obligation to indemnify the Company shall be limited to the amount of gross proceeds received by the Purchaser from the sale of Underlying Shares giving rise to such Damages. Promptly after receipt by the Purchaser of notice of the commencement of any action (including any governmental action), the Purchaser will, if a claim in respect thereof is to be made against the Company under this Section 5.3.e, notify the Company in writing of the commencement thereof and the Company shall have the right to participate in, and, to the extent the Company so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that the Purchasers shall have the right to retain their own counsel, with the reasonable fees and expenses to be paid by the Company, if representation of the Purchaser by the counsel retained by the Company pursuant would be inappropriate due to actual or potential conflict of interest between the Purchaser and any Article VI Issuances, whether pursuant to Reset Issuances (as defined in the Subscription Agreement), Semi-Annual Issuances (as defined in the Subscription Agreements) or Dilution Issuances (as defined in the Subscription Agreement) have completed the distribution described in the Shelf Registration Statement or at such time that such shares are no longer, by reason of Rule 144(k) under the Act, required to be registered for the sale thereof other party represented by such holders who are not affiliates of the Company. In the event that the Shelf Registration Statement is not declared effective within the 75 day period described abovecounsel in such proceeding; provided however, the Company shall declare not in connection with any action, be liable for the fees and payexpenses of more than one separate law firm for all Purchasers. The failure to notify the Company within a reasonable time of the commencement of any such action, for no additional considerationif prejudicial to its ability to defend such action, shall relieve the Company of any liability to the Purchasers additional UnitsPurchaser under this Section 5.3.e but the omission so to notify the Company will not relieve it of any liability that it may have to the Purchaser otherwise than under this Section 5.3.e. f. If the indemnification provided for in Section 5.3.e is unavailable or insufficient to hold harmless an indemnified party thereunder, equal then each indemnifying party thereunder shall contribute to .25% the amount paid or payable by such indemnified party as a result of the Units, then held by Damages referred to in Section 5.3.e in such Purchaser for each whole month in which proportion as is appropriate to reflect the Shelf Registration Statement remains ineffective. If requested by relative fault of the Placement Agent, indemnifying party on the one hand and in accordance with applicable securities laws, the Shelf Registration Statement shall cover indemnified party on the direct sale of such Registerable Capital Stock to the holders of such securities. The Registerable Capital Stock will be subject to a staggered "lock-up" as may be deemed advisable by the Placement Agent.other in