Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. No later than thirty (30) days following the Exchange Effective Time, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a Registration Statement (together with any New Registration Statement (defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable 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 the Registrable Securities by the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale 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 Registration Statement”) relating to all of the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date (the “Resale Registration Expiration Date”) that is the earlier of (A) three (3) years following the date of effectiveness of the of the Resale Registration Statement, or (B) the date on which no Holder holds any Registrable Securities covered by such Resale Registration Statement (treating any Registrable Securities held in escrow pursuant to the Escrow Agreement as held by the Holder for such purpose).

Resale Registration Statement. No later than thirty (30) 9.1 Within 30 days following the Exchange Effective TimeClosing Date, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a Resale Registration Statement (together with any New Registration Statement (defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Shares and Warrant Shares (the “Registrable Securities 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 the Registrable Securities by the HoldersPurchaser. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than sixty (60) days following the initial filing of the Registration Statement. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale 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 Registration Statement”) registration statements relating to all of the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date (the “Resale Registration Expiration Date”) that is the earlier of (Ai) three five (35) years following the date of effectiveness of the of the Resale Registration Statement, or (Bii) the date on which the Purchaser no Holder longer holds any Registrable Securities covered by such Resale Registration Statement (treating any Registrable Securities held in escrow pursuant to the Escrow Agreement as held by the Holder for such purpose)Statement.

Resale Registration Statement. No later than thirty (30) Within 10 business days following the Exchange Effective TimeClosing Date, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale Registration Statement on Form S-3 or, if Form S-3 is unavailable to the Company, Form S-1 (together with any New Registration Statement (defined below), the “Resale Registration Statement”) ), pursuant to Rule 415 under the Securities Act pursuant to which all of the Shares (the “Registrable Securities 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 the Registrable Securities by the HoldersPurchaser. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than 90 days following the initial filing of the Registration Statement. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale 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 Registration Statement”) registration statements relating to all of the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date (the “Resale Registration Expiration Date”) that is the earlier of (Ai) three (3) years following the date of effectiveness of the of the Resale Registration Statement, or (Bii) the date on which no Holder holds any that the Registrable Securities covered by such Resale Registration Statement (treating any Registrable Securities held in escrow pursuant to the Escrow Agreement as held by the Holder for such purpose)can be sold under Rule 144 without restriction or limitation on volume or manner of sale.

Resale Registration Statement. No later As promptly as possible but in no event more than thirty three (303) days months following ‎the Effective Time of the Exchange Effective TimeMerger (with such deadline not to apply if the Company qualifies as a well known ‎seasoned issuer (as defined in Rule 405 of the Securities Act)), the Company shall (a) file with the SEC, or (b) have filed with ‎with the SEC, a Registration Statement resale registration statement (together with any New Registration Statement (defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities ‎Securities Act pursuant to which all of the Registrable Securities shall be included (on the initial filing or by supplement or amendment ‎supplement thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the ‎the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize ‎utilize under the rules of the SEC and use its commercially reasonable efforts to have the such Resale Registration Statement ‎Statement declared effective under the Securities Act as soon as practicableno later than six (6) months following the Effective Time of ‎the Merger. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale ‎Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements‎supplements, or, alternatively, by filing one or more new Registration Statements (each, a “New Registration Statement”) registration statements relating to all of the Registrable Securities covered ‎by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the ‎date that is the earlier of (i) two (2) years following the date (the “of effectiveness of such Resale Registration Expiration Date”‎Statement, or (ii) the date that is the earlier of (A) three (3) years following the date of effectiveness of the of that all Registrable Securities covered by the Resale Registration Statement‎Registration Statement may be sold by Holders under Rule 144, and without the requirement for the Company to ‎be in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if ‎applicable) or (B) the date on which the Holders no Holder holds longer hold any Registrable Securities covered by such Resale Registration Statement (treating any Registrable Securities held in escrow pursuant to the Escrow Agreement as held by the Holder for such purpose).Securities‎.

Resale Registration Statement. No later than thirty (30) Within 45 days following the Exchange Effective Timedate of the Final Closing, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a Resale Registration Statement (together with any New Registration Statement (defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable 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 the Registrable Securities by the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than 90 days following the initial filing of the Registration Statement. In the event the Company is notified by the SEC that the Resale Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective by the 5th trading day following the date on which the Company is so notified if such date precedes the dates otherwise required above. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale 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 Registration Statement”) registration statements relating to all of the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date (the “Resale Registration Expiration Date”) that is the earlier of (Ai) three (3) years following the date of effectiveness of the of the Resale Registration Statement, or (Bii) the date on which the Holders no Holder holds longer hold any Registrable Securities covered by such Resale Registration Statement (treating any Registrable Securities held in escrow pursuant to the Escrow Agreement as held by the Holder for such purpose)Statement.

Resale Registration Statement. No later As promptly as possible but in no event more than thirty three (303) days months following the Exchange Effective TimeTime of the Merger, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a Registration Statement resale registration statement (together with any New Registration Statement (defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable 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 the Registrable Securities by the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the such Resale Registration Statement declared effective under the Securities Act as soon as practicableno later than six (6) months following the Effective Time of the Merger. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale 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 Registration Statement”) registration statements relating to all of the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) two (2) years following the “date of effectiveness of such Resale Registration Expiration Date”Statement, or (ii) the date that is the earlier of (A) three (3) years following the date of effectiveness of the of that all Registrable Securities covered by the Resale Registration StatementStatement may be sold by Holders under Rule 144, and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (B) the date on which the Holders no Holder holds longer hold any Registrable Securities covered by such Resale Registration Statement (treating any Registrable Securities held in escrow pursuant to the Escrow Agreement as held by the Holder for such purpose)Securities.