Common use of Reporting Company; Form S-3 Clause in Contracts

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required thereby. The Company is eligible to register the Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act Act, has a class of securities registered under Section 12 of the Exchange Act, and has filed all reports required therebythereby in compliance with the Exchange Act. The Company is eligible to register the Shares for resale by the Purchaser securities on a registration statement on Form S-3 under the Securities Act. There To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or of any circumstances that may delay or prevent the obtaining of accountant’s 's consents) that could reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the all Conversion Shares and Warrant Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required thereby. The Company is eligible to register the Shares and the Warrant Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s 's consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares and the Warrant Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required therebythereby since June 30, 2004. The Company is eligible satisfies the registrant requirements for the use of a registration statement on Form S-3 to register the Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There To the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a the registration statement on Form S-3 that will be available for the resale of the Shares by the PurchaserPurchaser contemplated by Section 7 of this Agreement.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required therebythereby since May 31, 2002. The Company is eligible to register the Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s 's consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Securities Exchange Act and has filed all reports required therebyof 1934, as amended (the "Exchange Act"). The Company is eligible to register the resale of the Shares for resale by the Purchaser Purchasers on a registration statement on Form S-3 under the Securities Act. There exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s 's consents) that reasonably could would be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed all reports required thereby. The Company is eligible to register the Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required thereby. The Company is eligible to register the Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s 's consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required therebyAct. The Company is eligible to register the Shares Securities for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares Securities by the Purchaser.

Reporting Company; Form S-3. The Company is subject to the reporting requirements of the Exchange Act and has filed all reports required thereby. The Company is eligible to register the Shares and the Warrant Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. There exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares and Warrant Shares by the Purchaser.