Common use of Registration under Securities Laws Clause in Contracts

Registration under Securities Laws. Upon the occurrence of the first Triggering Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered within twelve months (or such later period as provided in Section 10) of such Triggering Event (whether on its own behalf or on behalf of any subsequent Holder of this Option (or part thereof) or any of the shares of Common Stock issued pursuant hereto), promptly prepare, file and keep current a registration statement under the 1933 Act covering any shares issued and issuable pursuant to this Option and shall use its reasonable best efforts to cause such registration statement to become effective and remain current in order to permit the sale or other disposition of any shares of Common Stock issued upon total or partial exercise of this Option ("Option Shares") in accordance with any plan of disposition requested by Grantee (it being understood and agreed that Grantee shall use its reasonable efforts to ensure that any such sale or disposition shall be effected on a widely distributed basis so that upon consummation thereof, no purchaser or transferee shall beneficially own more than 2% of the Common Stock then outstanding). Issuer will use its reasonable best efforts to cause such registration statement promptly to become effective and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time as may be reasonably necessary to effect such sales or other dispositions. Grantee shall have the right to demand no more than two such registrations. The Issuer shall bear the costs of such registrations (including, but not limited to, Issuer's attorneys' fees, printing costs and filing fees), except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of Grantee's counsel related thereto. The foregoing notwithstanding, if, at the time of any request by Grantee for registration of Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering by Issuer of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the offer and sale of the Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; provided that, after any such required reduction, the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate; and provided, further, that, if such reduction occurs, then Issuer shall file a registration statement for the balance as promptly as practicable thereafter as to which no reduction pursuant to this Section 6 shall be permitted or occur and the Holder shall thereafter be entitled to one additional registration and the twelve month period referred to in the first sentence of this section shall be increased to twenty-four months. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for Issuer. Upon receiving any request under this Section 6 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 6, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall the number of registrations that Issuer is obligated to effect be increased by reason of the fact that there shall be more than one Holder as a result of any assignment or division of this Agreement.

Registration under Securities Laws. Upon Each Pledgor agrees that, upon the occurrence and during the continuance of a Lease Event of Default, if for any reason the first Triggering Event that occurs prior Secured Party desires to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered within twelve months (or such later period as provided in Section 10) of such Triggering Event (whether on its own behalf or on behalf of any subsequent Holder of this Option (or part thereof) or sell any of the shares Pledged Securities at a public sale, it will, at any time and from time to time, upon the written request of Common Stock issued pursuant hereto)the Secured Party, promptly prepare, file and keep current a registration statement under the 1933 Act covering any shares issued and issuable pursuant to this Option and shall use its reasonable best efforts to take or to cause the issuer of such registration statement Pledged Securities to become effective take such action and remain current prepare, distribute and/or file such documents, as are required or advisable in order the reasonable opinion of counsel for the Secured Party to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Secured Party of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or other disposition claim arises out of or is based upon any shares alleged untrue statement of Common Stock issued a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon total any alleged omission to state a material fact required to be stated therein or partial exercise necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of this Option ("Option Shares") in accordance with any plan of disposition requested such Pledged Securities by Grantee (it being understood and agreed that Grantee shall the Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable efforts to ensure that any such sale or disposition shall be effected on a widely distributed basis so that upon consummation thereof, no purchaser or transferee shall beneficially own more than 2% of the Common Stock then outstanding). Issuer will use its reasonable best efforts to qualify, file or register, or cause the issuer of such registration statement promptly Pledged Securities to become effective and then to remain effective for qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time states as may be reasonably necessary requested by the Secured Party and keep effective, or cause to effect be kept effective, all such sales qualifications, filings or other dispositions. Grantee shall have the right to demand no more than two such registrations. The Issuer shall Each Pledgor will bear the costs of such registrations (including, but not limited to, Issuer's attorneys' fees, printing all costs and filing fees), except for underwriting discounts or commissions, brokers' fees and the fees and disbursements expenses of Grantee's counsel related thereto. The foregoing notwithstanding, if, at the time of any request by Grantee for registration of Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering by Issuer of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the offer and sale of the Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; provided that, after any such required reduction, the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate; and provided, further, that, if such reduction occurs, then Issuer shall file a registration statement for the balance as promptly as practicable thereafter as to which no reduction pursuant to this Section 6 shall be permitted or occur and the Holder shall thereafter be entitled to one additional registration and the twelve month period referred to in the first sentence of this section shall be increased to twenty-four months. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for Issuer. Upon receiving any request carrying out its obligations under this Section 6 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 6, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall the number of registrations that Issuer is obligated to effect be increased by reason of the fact that there shall be more than one Holder as a result of any assignment or division of this Agreement9.

Registration under Securities Laws. Upon (a) The Borrower must, as soon as reasonably practicable, at its expense, prepare and file with the occurrence U.S. Securities and Exchange Commission a Registration Statement on Form S-3 (Registration Statement) providing for resale by the Financier or its nominee (as applicable) of the first Triggering Event that occurs prior Warrant Shares. (b) The Borrower must use its best efforts to an Exercise Termination Eventhave the Registration Statement declared effective as soon as practicable following the filing, Issuer shall, at and must maintain the request effectiveness of Grantee delivered within twelve months the Registration Statement until the earlier of: (1) the last occurring Expiry Date; (2) the date on which the Financier or such later period the Financier’s nominee (as provided in Section 10applicable) of such Triggering Event (whether on its own behalf or on behalf of any subsequent Holder of this Option (or part thereof) or no longer holds any of the shares Shares registered in the Registration Statement; or (3) the date on which the Shares are capable of Common Stock issued pursuant heretobeing sold without limitation under Rule 144 under the Securities Act of 1933 (the Securities Act). (c) With a view to making available to the Financier the benefits of Rule 144 of the Securities Act to sell the Warrant Shares to the public without registration, promptly prepare, file the Borrower shall make and keep available adequate ‘current a registration statement public information’ (as defined in that rule). (d) The Borrower must register any securities under any applicable securities or “blue sky” laws of each State of the United States which the Agent reasonably requests. (e) The Financier must provide any information which is required in the reasonable determination of the Borrower, under the 1933 Securities Act covering relating to the Financier for inclusion in the Registration Statement, and the information provided by the Financier shall be true, correct and complete in all material respects. (f) If, during the time that the Registration Statement is effective, the Borrower notifies the Financier that the Registration Statement contains a material misstatement or omission: (1) the Financier must cease any shares issued and issuable resale of the Warrant Shares pursuant to this Option and shall the relevant Registration Statement until it is notified that resales may be resumed; and (2) the Borrower must use its reasonable best efforts to cause such registration statement to become effective and remain current in order to permit supplement the sale or other disposition of any shares of Common Stock issued upon total or partial exercise of this Option ("Option Shares") in accordance with any plan of disposition requested by Grantee (it being understood and agreed that Grantee shall use its reasonable efforts to ensure that any such sale or disposition shall be effected on a widely distributed basis so that upon consummation thereof, no purchaser or transferee shall beneficially own more than 2% of the Common Stock then outstanding). Issuer will use its reasonable best efforts to cause such registration statement promptly to become effective and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time relevant Registration Statement as may be reasonably necessary to effect such sales or other dispositions. Grantee shall have the right to demand no more than two such registrations. The Issuer shall bear the costs of such registrations (including, but not limited to, Issuer's attorneys' fees, printing costs and filing fees), except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of Grantee's counsel related thereto. The foregoing notwithstanding, if, at the time of any request by Grantee for registration of Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering by Issuer of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the offer and sale of the Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; provided that, after any such required reduction, the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate; and provided, further, that, if such reduction occurs, then Issuer shall file a registration statement for the balance as promptly soon as practicable thereafter as to which no reduction pursuant to this Section 6 shall be permitted or occur make the disclosures in that Registration Statement correct and the Holder shall thereafter be entitled to one additional registration and the twelve month period referred to in the first sentence of this section shall be increased to twenty-four months. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for Issuer. Upon receiving any request under this Section 6 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 6, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall the number of registrations that Issuer is obligated to effect be increased by reason of the fact that there shall be more than one Holder as a result of any assignment or division of this Agreementcomplete.