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, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register for resale, in a secondary sale by a selling stockholder, shares of its Common Stock on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration Agreement).

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is currently eligible to register the New Warrant Shares for resale, in a secondary sale resale by a selling stockholder, shares of its Common Stock CC on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, except as described on Schedule 3.7 attached hereto and hereby made a part hereof, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration Rights Agreement, as amended hereby).

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register for resale, in a secondary sale by a selling stockholdersuch Purchaser, shares of its Common Stock on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration Rights Agreement).

Reporting Company; Form S-3. The Company is subject to not an “ineligible issuer” (as defined in Rule 405 promulgated under the reporting --------------------------- requirements of the Exchange Securities Act, has a class of securities registered under Section 12 of the Exchange Act, ) and has timely filed all reports required thereby. The Company is eligible to register the Shares for resale, in a secondary sale resale by a selling stockholder, shares of its Common Stock the Purchasers on a registration statement on Form S-3 under the Securities Act. To Provided the Purchaser is not deemed to be an underwriter with respect to any shares, to the Company's ’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of or any circumstances that may delay or prevent the obtaining of accountant's ’s consents) that would reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to (the Registrable Securities (as defined in “Registration Statement”) that will be available for the Registration Agreement)resale of the Shares by the Purchasers.

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register for resale, in either a primary offering by the Company or a secondary sale by a selling stockholder, shares of its Common Stock on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration Rights Agreement).

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register for resale, in a secondary sale by a selling stockholder, shares of its Common Stock on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration Rights Agreement).

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register the Conversion Shares and Warrant Shares for resale, resale in a secondary sale offering by a selling stockholder, shares of its Common Stock each Purchaser on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would could reasonably be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to that will be available for the Registrable Securities (as defined in the Registration Agreement)resale of all Conversion Shares and Warrant Shares by each Purchaser.

Reporting Company; Form S-3. The Company is subject to not an “ineligible issuer” (as defined in Rule 405 promulgated under the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, ) and has timely filed all reports required thereby. The Company is eligible to register the Shares and the Underlying Shares for resale, in a secondary sale resale by a selling stockholder, shares of its Common Stock the Purchasers on a registration statement on Form S-3 under the Securities Act. To Provided the Purchaser is not deemed to be an underwriter with respect to any shares, to the Company's ’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of or any circumstances that may delay or prevent the obtaining of accountant's ’s consents) that would reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to (the Registrable Securities (as defined in “Registration Statement”) that will be available for the Registration Agreement)resale of the Shares and the Underlying Shares by the Purchasers.

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- ----------------- -------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register for resale, in a secondary sale by a selling stockholder, shares of its Common Stock on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration Rights Agreement).

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, and has timely filed all reports required thereby. The Company is eligible to register for resale, in a secondary sale by a selling stockholder, shares of its Common Stock on a registration statement on Form S-3 under the Securities Act. To the Company's knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Securities (as defined in the Registration AgreementRights Agreement dated as of February 28, 2001).

Reporting Company; Form S-3. The Company is subject to the reporting --------------------------- requirements of the Exchange Act, has a class of securities registered under Section 12 of the Exchange Act, Act and has timely filed all reports required thereby. The Provided none of the Purchasers is deemed to be an underwriter with respect to any shares, the Company is eligible to register the Shares for resale, in a secondary sale resale by a selling stockholder, shares of its Common Stock the Purchaser on a registration statement on Form S-3 under the Securities Act. To the Company's ’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers of or any circumstances that may delay or prevent the obtaining of accountant's ’s consents) that would reasonably could be expected to prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to that will be available for the Registrable Securities (as defined in resale of the Registration Agreement)Shares and the Warrant Shares by the Purchaser.