Common use of Resale Registration Rights Clause in Contracts

Resale Registration Rights. (a) Parent shall file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under the Securities Act. If Parent becomes ineligible to utilize the automatic shelf registration process, then Parent shall file the Resale Shelf Registration Statement on such form as Parent may then utilize and use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 of the Securities Act or (ii) on which Holder no longer owns any Registrable Shares.

Resale Registration Rights. (a) Parent shall file with the SECThe Company agrees that, as promptly as practicable, and anticipates filing within 30 days following reasonable practicable after the Closing Dateconsummation of the Transaction, but in any event within one hundred 150 calendar days after such consummation, the Company will file with the Commission (at the Company’s sole cost and thirty-five (135expense) days following the Closing Date, a shelf registration statement registering the resale of the Registrable Securities (the "Resale Shelf “Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and shall utilize Form S-3 ”), and the automatic shelf registration process pursuant to Rules 415 and 462 under the Securities Act. If Parent becomes ineligible to utilize the automatic shelf registration process, then Parent Company shall file the Resale Shelf Registration Statement on such form as Parent may then utilize and use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain practicable after the effectiveness filing thereof, but no later than the earlier of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all the 210th calendar day (or 270th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the closing of the Transaction and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”); provided, however, that the Company’s obligations to include the Registrable Shares may Securities held by a Holder in the Registration Statement are contingent upon such Holder furnishing in writing to the Company such information regarding such Holder, the securities of the Company held by such Holder and the intended method of disposition of the Registrable Securities as shall be immediately sold without registrationreasonably requested by the Company to effect the registration of the applicable Registrable Securities, and without restriction the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the number effectiveness or use of securities the Registration Statement for such applicable selling stockholder during any applicable and customary blackout or similar period or as permitted hereunder. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be sold, pursuant registered under the Registration Statement due to limitations on the use of Rule 144 415 of the Securities Act for the resale of the Registrable Securities by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within one (ii1) on which Business Day thereafter, the Company shall file the final prospectus under Rule 424 of the Securities Act. In no event shall any Holder no longer owns be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that a Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any Registrable Sharesfailure by the Company to file the Registration Statement within 150 calendar days after the consummation of the Transaction or to effect such Registration Statement by the Effective Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 2.1(a).

Resale Registration Rights. (a) Parent On or prior to the 75th day following the First Effective Time (as defined in the Merger Agreement), the Company shall prepare and file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, Commission a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Holders (the “Resale Registration Shelf”). The Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Holders in accordance with Section 2.6. The Company may require each applicable Holder to promptly furnish in writing to the Company such information regarding such Holder, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration, and the Company’s obligation under this Section 2.1(a) with respect to such applicable Holder’s Registrable Securities is conditioned upon such applicable Holder furnishing in writing to the Company such information. If Parent becomes ineligible the staff of the Commission (the “Staff”) or the Commission seeks to utilize characterize any offering pursuant to the automatic shelf registration processResale Registration Shelf as constituting an offering of securities that does not permit such Resale Registration Shelf to become effective and be used for resales by the Holders under Rule 415, or if after the filing of the Resale Registration Shelf with the Commission pursuant to this Section 2.1(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in the Resale Registration Shelf, then Parent the Company shall file reduce the number of Registrable Securities to be included in the Resale Registration Shelf Registration Statement on such form as Parent may then utilize until the Staff and use its commercially reasonable efforts to have the Commission shall so permit the Resale Registration Shelf to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to the immediately preceding sentence, the Company shall file, as soon as permitted by the Staff or the Commission, one or more additional Registration Statement declared effective Statements on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of Registrable Securities by the Holders that have not previously been registered under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain for resale by the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, Holders pursuant to Rule 144 415 until such time as all Registrable Securities have been included in such additional Registration Statement (or in one of such additional Registration Statements) that has or have been declared effective and the prospectus contained therein is available for use by the Holders. The provisions of this Agreement that are applicable to the Resale Registration Shelf shall also be applicable to such additional Registration Statement or each of such additional Registration Statements to the same extent as if such additional Registration Statement were the Resale Registration Shelf. Notwithstanding any provision in this Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Holder’s obligations) pursuant to this Agreement shall be qualified as necessary to comport with any requirement of the Securities Act Commission or (ii) on which Holder no longer owns any Registrable Sharesthe Staff as addressed above in this Section 2.1(a).

Resale Registration Rights. (a) Parent a)Following demand by any Investor the Company shall file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, Commission a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors an opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.7. If Parent becomes ineligible the staff of the Commission (the “Staff”) or the Commission seeks to utilize characterize any offering pursuant to the automatic shelf registration processResale Registration Shelf as constituting an offering of securities that does not permit such Resale Registration Shelf to become effective and be used for resales by the Investors under Rule 415, or if after the filing of the Resale Registration Shelf with the Commission pursuant to this Section 2.1(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in the Resale Registration Shelf, then Parent the Company shall file reduce the number of Registrable Securities to be included in the Resale Registration Shelf Registration Statement on such form as Parent may then utilize until the Staff and use its commercially reasonable efforts to have the SEC shall so permit the Resale ​ Registration Shelf to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to the immediately preceding sentence, the Company shall file, as soon as permitted by the Staff or the Commission, one or more additional Registration Statement declared effective Statements on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of Registrable Securities by the Investors that have not previously been registered under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain for resale by the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, Investors pursuant to Rule 144 415 until such time as all Registrable Securities have been included in such additional Registration Statement (or in one of such additional Registration Statements) that has or have been declared effective by the Commission and the prospectus contained therein is available for use by the Investors. The provisions of this Agreement that are applicable to the Resale Registration Shelf shall also be applicable to such additional Registration Statement or each of such additional Registration Statements to the same extent as if such additional Registration Statement were the Resale Registration Shelf. Notwithstanding any provision in this Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) pursuant to this Agreement shall be qualified as necessary to comport with any requirement of the Securities Act Commission or (ii) on which Holder no longer owns any Registrable Sharesthe Staff as addressed above in this Section 2.1(a).

Resale Registration Rights. (a) Parent Within 30 days following the issuance of the Shares, SORRENTO shall (i) file with the Securities and Exchange Commission (the “SEC”), or (ii) have filed with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, a shelf resale registration statement (together with any New Resale Registration Statement (as defined below), the "“Resale Shelf Registration Statement"”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which all of the shares of Parent Common Stock representing Shares (the Stock Consideration ("“Registrable Shares"Securities”) shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of such the Registrable Shares Securities by HolderMAYO. Parent SORRENTO shall file the Resale Shelf Registration Statement on Form S-3 and shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under the Securities Act. If Parent becomes ineligible to utilize the automatic shelf registration process, then Parent shall file the Resale Shelf Registration Statement on such form as Parent SORRENTO may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 90 days following the issuance of the Shares, and (B) four business days after the date SORRENTO receives written notification from the SEC that the Resale Registration Statement will not be reviewed. Parent SORRENTO agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Resale Registration Statement”) relating to the Registrable Shares Securities as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which that is the earliest earlier of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to three (3) years following the number date of securities to be sold, pursuant to Rule 144 effectiveness of the Securities Act or Resale Registration Statement, (ii) the date on which Holder MAYO no longer owns holds any Registrable SharesSecurities covered by such Resale Registration Statement, or (iii) the date that the Registrable Securities can be sold under Rule 144 without restriction.

Resale Registration Rights. (a) Parent The Purchaser shall file a pre-effective amendment to its registration statement on Form SB-2 filed with the SECSEC on June 29, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, a shelf registration statement 2001 (the "Resale Shelf Registration Statement") to register the Purchase Shares thereunder and to include thereunder as selling shareholders the Selling Shareholders in whose names the Purchase Shares are issued at the Closing pursuant to Rule 415 Section 1.2(a)(ii) of the Purchase Agreement. With respect to the Escrow Shares and the Contingent Shares issued in the name of the Escrow Agent at the Closing, such shares shall be included in the Resale Registration Statement and shall be reflected as beneficially held by Castle Holdings LLC. The Purchase Shares shall be treated as Registrable Securities under the Registration Rights Agreement by and among the Purchaser and certain shareholders of the Purchaser, dated as of March 30, 2001 (the "Prior Registration Rights Agreement"), and each Selling Shareholder shall be treated as a Holder thereunder for so long as such Selling Shareholder holds Registrable Securities. Each Selling Shareholder shall be entitled to all rights and privileges of a Holder of Registrable Securities Act pursuant under the Prior Registration Rights Agreement, and each Selling Shareholder hereby agrees to be bound by all agreements, obligations and restrictions of a Holder of Registrable Securities thereunder. The Purchaser shall cause the Resale Registration Statement to remain effective until the earlier of (i) the second anniversary of the Closing Date or (ii) the date on which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Purchase Shares covered by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under the Securities Act. If Parent becomes ineligible to utilize the automatic shelf registration process, then Parent shall file the Resale Shelf Registration Statement on such form as Parent may then utilize and use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be been sold, pursuant to Rule 144 of the Securities Act or (ii) on which Holder no longer owns any Registrable Shares.

Resale Registration Rights. (a) Parent If the Investor could reasonably be deemed to be an “affiliate” of the Company at such time (as such term is defined and used in Rule 144, assuming that all convertible securities (whether equity, debt or otherwise) have been converted into Common Stock), following demand by such Investor the Company shall file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, Commission a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. If Parent becomes ineligible Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the Company shall furnish to utilize the automatic shelf registration processInvestors a copy of the Resale Registration Shelf and afford the Investors a reasonable opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.7 in a timely manner. Notwithstanding the foregoing, if the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to the Resale Registration Shelf as constituting an offering of securities that does not permit such Resale Registration Shelf to become effective and be used for resales by the Investors under Rule 415, or if after the filing of the Resale Registration Shelf with the Commission pursuant to this Section 2.1(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in the Resale Registration Shelf, then Parent the Company shall file reduce the number of Registrable Securities to be included in the Resale Registration Shelf Registration Statement on such form as Parent may then utilize until the Staff and use its commercially reasonable efforts to have the SEC shall so permit the Resale Registration Shelf to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to the immediately preceding sentence, the Company shall file, as soon as permitted by the Staff or the Commission, one or more additional Registration Statement declared effective Statements on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of Registrable Securities by the Investors that have not previously been registered under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain for resale by the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, Investors pursuant to Rule 144 415 until such time as all Registrable Securities have been included in such additional Registration Statement (or in one of such additional Registration Statements) that has or have been declared effective and the prospectus contained therein is available for use by the Investors. The provisions of this Agreement that are applicable to the Resale Registration Shelf shall also be applicable to such additional Registration Statement or each of such additional Registration Statements to the same extent as if such additional Registration Statement were the Resale Registration Shelf. Notwithstanding any provision in this Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) pursuant to this Agreement shall be qualified as necessary to comport with any requirement of the Securities Act Commission or (ii) on which Holder no longer owns any Registrable Sharesthe Staff as addressed above in this Section 2.1(a).

Resale Registration Rights. (a) Parent a)Following demand by any Investor the Company shall file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, Commission a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors an opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.7. If Parent becomes ineligible the staff of the Commission (the “Staff”) or the Commission seeks to utilize characterize any offering pursuant to the automatic shelf registration processResale Registration Shelf as constituting an offering of securities that does not permit such Resale Registration Shelf to become effective and be used for resales by the Investors under Rule 415, or if after the filing of the Resale Registration Shelf with the Commission pursuant to this Section 2.1(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in the Resale Registration Shelf, then Parent the Company shall file reduce the number of Registrable Securities to be included in the Resale Registration Shelf Registration Statement on such form as Parent may then utilize until the Staff and use its commercially reasonable efforts to have the SEC shall so permit the Resale Registration Shelf to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to the immediately preceding sentence, the Company shall file, as ​ ​ soon as permitted by the Staff or the Commission, one or more additional Registration Statement declared effective Statements on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of Registrable Securities by the Investors that have not previously been registered under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain for resale by the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, Investors pursuant to Rule 144 415 until such time as all Registrable Securities have been included in such additional Registration Statement (or in one of such additional Registration Statements) that has or have been declared effective by the Commission and the prospectus contained therein is available for use by the Investors. The provisions of this Agreement that are applicable to the Resale Registration Shelf shall also be applicable to such additional Registration Statement or each of such additional Registration Statements to the same extent as if such additional Registration Statement were the Resale Registration Shelf. Notwithstanding any provision in this Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) pursuant to this Agreement shall be qualified as necessary to comport with any requirement of the Securities Act Commission or (ii) on which Holder no longer owns any Registrable Sharesthe Staff as addressed above in this Section 2.1(a).

Resale Registration Rights. (a) Parent If any Investor determines, based on the totality of the circumstances, that it may be deemed to be an “affiliate” of the Company within the meaning of Rule 144 and the Securities Act, following demand by any such Investor, the Company shall file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, Commission a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 and (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall utilize Form S-3 and the automatic shelf registration process pursuant to Rules 415 and 462 under be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors an opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.7. If Parent becomes ineligible the staff of the Commission (the “Staff”) or the Commission seeks to utilize characterize any offering pursuant to the automatic shelf registration processResale Registration Shelf as constituting an offering of securities that does not permit such Resale Registration Shelf to become effective and be used for resales by the Investors under Rule 415, or if after the filing of the Resale Registration Shelf with the Commission pursuant to this Section 2.1(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in the Resale Registration Shelf, then Parent the Company shall file reduce the number of Registrable Securities to be included in the Resale Registration Shelf Registration Statement on such form as Parent may then utilize until the Staff and use its commercially reasonable efforts to have the SEC shall so permit the Resale Registration Shelf to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to the immediately preceding sentence, the Company shall file, as soon as permitted by the Staff or the Commission, one or more additional Registration Statement declared effective Statements on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of Registrable Securities by the Investors that have not previously been registered under the Securities Act as soon as practicable. Parent agrees to use its commercially reasonable efforts to maintain for resale by the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, Investors pursuant to Rule 144 415 until such time as all Registrable Securities have been included in such additional Registration Statement (or in one of such additional Registration Statements) that has or have been declared effective by the Commission and the prospectus contained therein is available for use by the Investors. The provisions of this Agreement that are applicable to the Resale Registration Shelf shall also be applicable to such additional Registration Statement or each of such additional Registration Statements to the same extent as if such additional Registration Statement were the Resale Registration Shelf. Notwithstanding any provision in this Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) pursuant to this Agreement shall be qualified as necessary to comport with any requirement of the Securities Act Commission or (ii) on which Holder no longer owns any Registrable Sharesthe Staff as addressed above in this Section 2.1(a).

Resale Registration Rights. (a) Parent Following demand by Borrower in accordance with the 10b5-1 Plan, Buyer shall file with the SEC, as promptly as practicable, and anticipates filing within 30 days following the Closing Date, but in any event within one hundred and thirty-five (135) days following the Closing Date, SEC a shelf registration statement (the "Resale Shelf Registration Statement") pursuant to Rule 415 under the Securities Act pursuant to which all of the shares of Parent Common Stock representing the Stock Consideration ("Registrable Shares") shall be included to enable the public resale on a delayed or continuous basis of such Registrable Shares by Holder. Parent shall file the Resale Shelf Registration Statement on Form S-3 (except if Buyer is not then eligible to register for resale the Closing Stock Capital Contribution on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of the Closing Stock Capital Contribution by Borrower (the “Resale Registration Shelf”), and Buyer shall utilize Form S-3 file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the automatic shelf registration process pursuant to Rules 415 and 462 under information required by Item 507 of Regulation S-K of the Securities Act. If Parent becomes ineligible Buyer shall use its reasonable best efforts to utilize the automatic shelf registration process, then Parent shall file cause the Resale Registration Shelf and related prospectuses to become effective as promptly as practicable after filing. Buyer shall use its reasonable best efforts to cause such Resale Registration Statement on such form as Parent may then utilize and use its commercially reasonable efforts to have the Resale Shelf Registration Statement declared remain effective under the Securities Act until the earlier of the date all shares comprising the Closing Stock Capital Contribution covered by the Resale Registration Shelf have been sold or may be sold freely without limitations or restrictions as soon as practicableto volume or manner of sale pursuant to Rule 144. Parent agrees to use its commercially reasonable efforts to maintain Buyer shall promptly, and within two (2) business days after Buyer confirms effectiveness of the Resale Registration Shelf with the SEC, notify the Borrower of the effectiveness of the Resale Shelf Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Shares as required by Rule 415 under the Securities Act, continuously until the date (the "Resale Shelf Registration Expiration Date") which is the earliest of the date (i) all Registrable Shares may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 of the Securities Act or (ii) on which Holder no longer owns any Registrable SharesShelf.