Common use of Resale Shelf Clause in Contracts

Resale Shelf. (a) On or before August 18, 1999, Purchaser shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by the Sole Shareholder of the Stock Consideration not placed in Escrow pursuant to Section 1.4(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Purchaser. If the SEC does review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Purchaser be obligated to pay the Sole Shareholder's underwriting discounts, if any. (b) Notwithstanding the foregoing, Purchaser's obligation to file or maintain the effectiveness of the Registration Statement shall be suspended for a period of up to 60 days if Purchaser furnishes to the Sole Shareholder a certificate signed by the Chief Executive Officer of Purchaser stating that in the good faith judgment of Purchaser it would be materially harmful to Purchaser for such Registration Statement to be filed or maintained effective at such time; PROVIDED, HOWEVER, that if the Registration Statement shall have already been declared effective, then Purchaser shall maintain the effectiveness of the Registration Statement for an additional period equal to the number of days during which the effectiveness was suspended. (c) During the effective period of the Registration Statement, Purchaser agrees that the shares of Stock Consideration to be registered thereby will be exempted from Purchaser's standard policies regarding restrictions on employees' sale of Purchaser's securities as in effect at such time; PROVIDED, HOWEVER, that the Sole Shareholder will be subject to any restrictions on sale imposed by applicable securities laws.

Resale Shelf. If the SEC does not approve registration of the Exchange Offer or an Exchange Offer would not be permitted by applicable laws, the Company shall use its reasonable best efforts to prepare, and no later than the Filing Deadline, to file with the SEC a registration statement covering the resale of all unregistered Registrable Securities then issued or issuable with respect to the amounts paid under the Note as of the date the Registration Statement is initially filed with the SEC. The registration statement so filed will be either (ai) On or before August 18an automatic registration statement on Form S-3, 1999, Purchaser shall file a (ii) an amendment to the Company’s existing automatic registration statement on Form S-3 ("Registration Statement") File No. 333-181190), as amended, filed with the SEC on May 7, 2012, or (iii) a registration statement on such other form for registration of the public sale Registrable Securities under the Securities Act (each of (i), (ii) and (iii) above, a “Registration Statement”). In the case such registration statement is not automatically effective pursuant to Rule 463(e) promulgated under the Securities Act, the Company shall use its reasonable best efforts to have such Registration Statement declared effective by the Sole Shareholder SEC as promptly as practicable. 6.2.1 The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act under the Securities Act until the earlier of the Stock Consideration not placed in Escrow date when all Registrable Securities covered by such Registration Statement (i) have been sold pursuant to Section 1.4(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement or Rule 144 or (ii) such time as the Company reasonably determines that the Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to become effective not later than seven days following Rule 144, as determined by legal counsel to the SEC's communication Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Purchasers (the “Effectiveness Period”). The Registration Statement filed or amended pursuant to this Section 6 may include other securities of such no-review to Purchaser. the Company. 6.2.2 If the SEC does review Company is a WKSI at the Registration Statement, Purchaser shall use commercially reasonable efforts to cause time of the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration Statement, but the Company will use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in no event will Purchaser be obligated to pay Rule 405 under the Sole Shareholder's underwriting discounts, if anySecurities Act) during the Effectiveness Period. (b) Notwithstanding the foregoing, Purchaser's obligation to file or maintain the effectiveness of the Registration Statement shall be suspended for a period of up to 60 days if Purchaser furnishes to the Sole Shareholder a certificate signed by the Chief Executive Officer of Purchaser stating that in the good faith judgment of Purchaser it would be materially harmful to Purchaser for such Registration Statement to be filed or maintained effective at such time; PROVIDED, HOWEVER, that if the Registration Statement shall have already been declared effective, then Purchaser shall maintain the effectiveness of the Registration Statement for an additional period equal to the number of days during which the effectiveness was suspended. (c) During the effective period of the Registration Statement, Purchaser agrees that the shares of Stock Consideration to be registered thereby will be exempted from Purchaser's standard policies regarding restrictions on employees' sale of Purchaser's securities as in effect at such time; PROVIDED, HOWEVER, that the Sole Shareholder will be subject to any restrictions on sale imposed by applicable securities laws.

Resale Shelf. If the SEC does not approve registration of the Exchange Offer or an Exchange Offer would not be permitted by applicable laws, the Company shall use its reasonable best efforts to prepare, and no later than the Filing Deadline, to file with the SEC a registration statement covering the resale of all unregistered Registrable Securities then issued or issuable with respect to the amounts paid under the Note as of the date the Registration Statement is initially filed with the SEC. The registration statement so filed will be either (ai) On or before August 18an automatic registration statement on Form S-3, 1999, Purchaser shall file a (ii) an amendment to the Company’s existing automatic registration statement on Form S-3 ("Registration Statement") File No. 333-181190), as amended, filed with the SEC on May 7, 2012, or (iii) a registration statement on such other form for registration of the public sale Registrable Securities under the Securities Act (each of (i), (ii) and (iii) above, a “Registration Statement”). In the case such registration statement is not automatically effective pursuant to Rule 463(e) promulgated under the Securities Act, the Company shall use its reasonable best efforts to have such Registration Statement declared effective by the Sole Shareholder SEC as promptly as practicable. 6.2.1 The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act under the Securities Act until the earlier of the Stock Consideration not placed in Escrow date when all Registrable Securities covered by such Registration Statement (i) have been sold pursuant to Section 1.4(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement or Rule 144 or (ii) such time as the Company reasonably determines that the Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to become effective not later than seven days following Rule 144, as determined by legal counsel to the SEC's communication Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Purchaser (the “Effectiveness Period”). The Registration Statement filed or amended pursuant to this Section 6 may include other securities of such no-review to Purchaser. the Company. 6.2.2 If the SEC does review Company is a WKSI at the Registration Statement, Purchaser shall use commercially reasonable efforts to cause time of the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration Statement, but the Company will use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in no event will Purchaser be obligated to pay Rule 405 under the Sole Shareholder's underwriting discounts, if anySecurities Act) during the Effectiveness Period. (b) Notwithstanding the foregoing, Purchaser's obligation to file or maintain the effectiveness of the Registration Statement shall be suspended for a period of up to 60 days if Purchaser furnishes to the Sole Shareholder a certificate signed by the Chief Executive Officer of Purchaser stating that in the good faith judgment of Purchaser it would be materially harmful to Purchaser for such Registration Statement to be filed or maintained effective at such time; PROVIDED, HOWEVER, that if the Registration Statement shall have already been declared effective, then Purchaser shall maintain the effectiveness of the Registration Statement for an additional period equal to the number of days during which the effectiveness was suspended. (c) During the effective period of the Registration Statement, Purchaser agrees that the shares of Stock Consideration to be registered thereby will be exempted from Purchaser's standard policies regarding restrictions on employees' sale of Purchaser's securities as in effect at such time; PROVIDED, HOWEVER, that the Sole Shareholder will be subject to any restrictions on sale imposed by applicable securities laws.

Resale Shelf. If the Warrant Registration Statement shall register the sale of the Warrant Shares (a "Resale Shelf") as provided in Section 7.1 above, the Company agrees to: (a) On or before August 18make available for inspection by a representative of the Holder, 1999, Purchaser shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale any underwriter participating in any disposition pursuant to such Resale Shelf and attorneys and accountants designated by the Sole Shareholder Holders (upon execution of customary confidentiality agreements reasonably satisfactory to the Company and its counsel), at reasonable times and in a reasonable manner, financial and other records, documents and properties of the Stock Consideration not placed Company that are pertinent to the conduct of due diligence customary for an underwritten offering, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in Escrow pursuant connection with a Resale Shelf as shall be necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 1.4(b). If 11 of the SEC decides not to review the Registration Statement, Purchaser shall Securities Act; (b) use commercially its reasonable efforts to cause all Warrant Shares sold under a Resale Shelf to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Registration Statement Company are then listed if requested by the Holders of Warrant Shares representing a majority of the Warrants originally issued, to become effective not later than seven days following the SEC's communication extent such Warrant Shares satisfy applicable listing requirements; (c) provide a reasonable number of copies of the prospectus included in such no-review Resale Shelf to Purchaser. If the SEC does review the Registration Statement, Purchaser shall Holders that are selling Warrant Shares pursuant to such Resale Shelf; (d) use commercially all reasonable efforts to cause to be provided to the Registration Statement Holders and beneficial owners of Warrant Shares, upon the effectiveness of such Resale Shelf, a customary "10b-5" opinion of independent counsel (an "Opinion") and a customary "cold comfort" letter of the Company's independent auditors (a "Comfort Letter"); (e) use all reasonable efforts to cause to be provided to Holders and beneficial owners of Warrant Shares an Opinion and Comfort Letter with respect to each document, including any amendments thereto, that is incorporated by reference in such Resale Shelf; and (f) notify the Holders, (A) when the Resale Shelf has become effective as soon as possible and in when any event no later than 75 days post-effective amendment thereto has been - filed and becomes effective, (B) of any request by the Commission or any state securities authority for amendments - and supplements to the Resale Shelf or of any material request by the Commission or any state securities authority for additional information after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing Resale Shelf has become effective, (C) of the Registration Statement, but in no event will Purchaser be obligated to pay issuance by the Sole Shareholder's underwriting discounts, if any. (b) Notwithstanding the foregoing, Purchaser's obligation to file Commission or maintain any - state securities authority of any stop order suspending the effectiveness of the Resale Shelf or the initiation of any proceedings for that purpose, (D) if, between the effective date of the Resale Shelf and the closing of any sale - of Warrant Shares covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement or this Warrant, relating to disclosure cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Warrant Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (E) of the happening of any event during the period the Resale Shelf is effective such that such Resale - Shelf or the related prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make statements therein not misleading (in the case of a prospectus, in light of circumstances under which they were made) and (F) of any determination by the Company that a - post-effective amendment to a Registration Statement shall would be suspended for appropriate. The Holders hereby agree to suspend use of the prospectus contained in a period Resale Shelf upon receipt of up to 60 days if Purchaser furnishes to the Sole Shareholder a certificate signed by the Chief Executive Officer of Purchaser stating that such notice under clause (C), (E) or (F) above until, in the good faith judgment case of Purchaser it would be materially harmful clause (C), such stop order is removed or rescinded or, in the case of clauses (E) and (F), the Company has amended or supplemented such prospectus to Purchaser for correct such Registration Statement to be filed misstatement or maintained effective at such time; PROVIDED, HOWEVER, that if the Registration Statement shall have already been declared effective, then Purchaser shall maintain the effectiveness of the Registration Statement for an additional period equal to the number of days during which the effectiveness was suspendedomission or otherwise. (c) During the effective period of the Registration Statement, Purchaser agrees that the shares of Stock Consideration to be registered thereby will be exempted from Purchaser's standard policies regarding restrictions on employees' sale of Purchaser's securities as in effect at such time; PROVIDED, HOWEVER, that the Sole Shareholder will be subject to any restrictions on sale imposed by applicable securities laws.