Common use of Shelf Registration of Registrable Securities Clause in Contracts

Shelf Registration of Registrable Securities. The Company shall, within 90 days after the effectiveness date (the "IPO Effectiveness Date") of a registration statement filed with the Commission in connection with an initial public offering of the Common Stock, use its best efforts to (a) file a shelf registration statement covering resales of the Warrant Shares (the "Warrant Shares Shelf Registration Statement"), (b) cause the Warrant Shares Shelf Registration Statement to be declared effective under Securities Act and (c) keep effective the Warrant Shares Shelf Registration Statement until the earlier of one year after the IPO Effectiveness Date (or such earlier date as may be authorized under Rule 144(k), as it may be amended from time to time) or such time as all of the applicable Warrant Shares have been sold thereunder or are otherwise eligible for sale under Rule 144 under the Securities Act. The Company shall, in the event that a Warrant Shares Shelf Registration Statement is filed, provide to each Holder copies of the prospectus that is a part of the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement for the Warrant Shares has become effective and take certain other actions as are required to permit unrestricted resales of the Warrant Shares. The Company shall require a Holder that sells Warrant Shares pursuant to the Warrant Shares Shelf Registration Statement to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, and any such Holder shall be bound by the provisions of this Agreement that are applicable to such a Holder (including certain indemnification rights and obligations). Each holder of the Warrant Shares shall deliver information to be used in connection with the Warrant Shares Shelf Registration Statement and provide comments on the Warrant Shares Shelf Registration Statement within the time periods set forth in this Agreement in order to have its Warrant Shares included in the Warrant Shares Shelf Registration Statement.

Shelf Registration of Registrable Securities. (a) The Company shall, within 90 days after the effectiveness date shall mail as soon as practicable a questionnaire (the "IPO Effectiveness DateQuestionnaire"), soliciting the information required by Items 507 and 508 of Regulations S-K under the Securities Act, to each of the Holders, and shall deliver a copy of such Questionnaire to any Holder within five (5) days of it becoming available. As a registration statement filed condition to any Registrable Securities being included in the Registration Statement referred to below, such Holder shall submit a Questionnaire and shall amend and submit to the Company a revised Questionnaire any time the information contained therein ceases to be accurate and complete. (b) The Company agrees to file with the Commission in connection with an initial public offering of the Common Stock, use its best efforts to (a) file SEC a shelf registration statement covering resales of the Warrant Shares Registration Statement (the "Warrant Shares Shelf Registration") for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering all Registrable Securities held by the Holder, as soon as practicable from the date hereof, but in no event more than 60 days from the date hereof. The Holders shall be included as selling securityholders in such Registration Statement promptly (and in any event within two (2) Business Days) after they have fully completed and returned to the Company the Questionnaire. The Shelf Registration Statement"shall be on Form S-3 under the Securities Act or another appropriate form (including Form S-1, if applicable) permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings), (b) . The Company shall cause the Warrant Shares Shelf Registration Statement to be declared effective under pursuant to the Securities Act on or prior to the date that is 120 days after the date hereof and to keep the Shelf Registration continuously effective under the Securities Act for 60 months (the "Effectiveness Period") or such shorter period ending when there ceases to be outstanding any Registrable Securities. (c) keep effective the Warrant Shares Shelf Registration Statement until the earlier of one year after the IPO Effectiveness Date (or such earlier date as may be authorized under Rule 144(k), as it may be amended from time to time) or such time as all of the applicable Warrant Shares have been sold thereunder or are otherwise eligible for sale under Rule 144 under the Securities Act. The Company shall, in the event that a Warrant Shares Shelf Registration Statement is filed, provide to each Holder copies of the prospectus that is a part of the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement for the Warrant Shares has become effective and take certain other actions as are required to permit unrestricted resales of the Warrant Shares. The Company shall require use all reasonable best efforts to keep the Shelf Registration continuously effective, for the period described in Section 1.8(b) hereof, by supplementing and amending the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act or if reasonably requested by the Holders of a Holder that sells Warrant majority in amount of Registrable Securities (determined on a fully converted basis) covered by such Shelf Registration. (d) In the event any adjustment in the number of Shares (as defined in the Warrant) would result in the issuance of additional Registrable Securities upon exercise of the Warrant, the Company shall promptly, and within ten (10) Business Days, amend or supplement the Shelf Registration in order to effect a Shelf Registration of such additional Registrable Securities pursuant to the Warrant Shares Shelf Registration Statement to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, and any such Holder shall be bound by the provisions terms of this Agreement that are applicable to such a Holder (including certain indemnification rights and obligationsSection 1.8(b). Each holder of the Warrant Shares shall deliver information to be used in connection with the Warrant Shares Shelf Registration Statement and provide comments on the Warrant Shares Shelf Registration Statement within the time periods set forth in this Agreement in order to have its Warrant Shares included in the Warrant Shares Shelf Registration Statement.

Shelf Registration of Registrable Securities. (a) The Company shall, within 90 days after the effectiveness date shall mail as soon as practicable a questionnaire (the "IPO Effectiveness DateQuestionnaire"), soliciting the information required by Items 507 and 508 of Regulations S-K under the Securities Act, to each of the Holders, and shall deliver a copy of such Questionnaire to any Holder within five (5) days of it becoming available. As a registration statement filed condition to any Registrable Securities being included in the Registration Statement referred to below, such Holder shall submit a Questionnaire and shall amend and submit to the Company a revised Questionnaire any time the information contained therein ceases to be accurate and complete. (b) The Company agrees to file with the Commission in connection with an initial public offering of the Common Stock, use its best efforts to (a) file SEC a shelf registration statement covering resales of the Warrant Shares Registration Statement (the "Warrant Shares Shelf Registration") for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering all Registrable Securities held by the Holder, as soon as practicable from the date hereof, but in no event more than 60 days from the date hereof. The Holders shall be included as selling securityholders in such Registration Statement promptly (and in any event within two (2) Business Days) after they have fully completed and returned to the Company the Questionnaire. The Shelf Registration Statement"shall be on Form S-3 under the Securities Act or another appropriate form (including Form S-1, if applicable) permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings), (b) . The Company shall use commercially reasonable efforts to cause the Warrant Shares Shelf Registration Statement to be declared effective under pursuant to the Securities Act on or prior to the date that is 120 days after the date of the Prior Agreement and to keep the Shelf Registration continuously effective under the Securities Act for 60 months (the "Effectiveness Period") or such shorter period ending when there ceases to be any outstanding Registrable Securities; provided, however, that if, when, and for so long as the Registrable Securities are permitted to be sold by the Holders under Rule 144 without application of the requirements of Paragraphs (c), (e), (f), and (h) of Rule 144 pursuant to Paragraph (k) of Rule 144, then the Company need not keep the Shelf Registration continuously effective from and after the date that the Holders are permitted to so sell the Registrable Securities under Rule 144 without application of such requirements. (c) The Company shall use all commercially reasonable efforts to keep effective the Warrant Shares Shelf Registration Statement until continuously effective, for the earlier period described in Section 1.8(b) hereof, by supplementing and amending the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act or if reasonably requested by the Holders of one year after a majority in amount of Registrable Securities (determined on a fully converted basis) covered by such Shelf Registration. (d) In the IPO Effectiveness Date event any adjustment in the number of Shares (as defined in the Warrant) would result in the issuance of additional Registrable Securities upon exercise of the Warrant, the Company shall promptly, and within ten (10) Business Days, amend or supplement the Shelf Registration in order to effect a Shelf Registration of such earlier date as additional Registrable Securities pursuant to the terms of Section 1.8(b). (e) Notwithstanding anything to the contrary in this Section 1.9, the Company may, by delivering written notice to the Holders, prohibit offers and sales of Registrable Securities pursuant to the Shelf Registration at any time (subject to the 30-day limitation set forth in the last sentence of this Section 1.8(e)) if (i) the Company is in possession of material non-public information relating to the Company, (ii) the Company determines (based on written advice of counsel) in good faith that such prohibition is reasonably necessary in order to avoid a requirement to disclose such material non-public information to the public, and (iii) the Company determines reasonably and in good faith that public disclosure of such material non-public information would not be in the best interests of the Company and its stockholders; provided, however, that upon the public disclosure by the Company of the material non-public information described in clauses (i), (ii), and (iii) of this paragraph, the suspension of the use of the Shelf Registration pursuant to this Section 1.8(e) shall cease and the Company shall promptly comply, prior to the next Business Day, with Section 1.4 hereof and notify the Holders that dispositions of Registrable Securities may be authorized under Rule 144(k), as it may be amended from time to time) or such time as all of the applicable Warrant Shares have been sold thereunder or are otherwise eligible for sale under Rule 144 under the Securities Actresumed. The Company shall, in In the event that a Warrant Shares during the Effectiveness Period the prospectus under the Shelf Registration Statement is filed, provide to each Holder copies becomes not usable as a result of the Company's notification under this Section, the Company shall use its commercially reasonable efforts to provide the Holders with a usable prospectus that is a part as soon as practicable. Anything herein to the contrary notwithstanding, in no event shall sales of Registrable Securities under the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement be suspended for the Warrant Shares has become effective and take certain other actions as are required to permit unrestricted resales of the Warrant Shares. The Company shall require a Holder that sells Warrant Shares pursuant to the Warrant Shares Shelf Registration Statement to be named as a selling security holder more than 30 days in the related prospectus and to deliver a prospectus to purchasers, and any such Holder shall be bound by the provisions of this Agreement that are applicable to such a Holder (including certain indemnification rights and obligations). Each holder of the Warrant Shares shall deliver information to be used in connection with the Warrant Shares Shelf Registration Statement and provide comments on the Warrant Shares Shelf Registration Statement within the time periods set forth in this Agreement in order to have its Warrant Shares included in the Warrant Shares Shelf Registration Statement365-day period.

Shelf Registration of Registrable Securities. (i) The Company shall, within 90 days Issuer shall (x) prepare and file with the SEC promptly after the effectiveness date hereof, but in no event later than the Filing Date, a “shelf” Registration Statement pursuant to Rule 415 (the "IPO Effectiveness Date"“Shelf Registration Statement”) of a registration statement filed with the Commission in connection with an initial public offering covering resales of the Common StockRegistrable Securities (the “Registration”), (y) use its best efforts to (a) file a shelf registration statement covering resales of the Warrant Shares (the "Warrant Shares Shelf Registration Statement"), (b) cause the Warrant Shares such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date and (cz) use its best efforts to keep effective the Warrant Shares Shelf Registration Statement effective until the earlier of one year after the IPO Effectiveness Date (October 31, 2013 or such earlier date as may be authorized under Rule 144(k), as it may be amended from time to timeshorter period that will terminate when (I) or such time as all of the applicable Warrant Shares Registrable Securities have been sold thereunder pursuant to a Registration Statement or (II) all the outstanding Securities cease to be Registrable Securities (the “Effectiveness Period”). Notwithstanding an early termination pursuant to Section 2(a)(i)(z)(II), the Issuer’s registration obligations under this Section 2(a)(i) shall be immediately reinstated if at any time during the term of this Agreement Warrants or Warrant Shares once again become Registrable Securities, because they are otherwise no longer eligible for sale under to the public by non-affilates of the Issuer pursuant to Rule 144 under by the Securities Actholder thereof without being subject to volume limitations, provided that in the case of any reinstated registration obligation Issuer shall have 30 days to file and have declared effective any such Registration Statement, before the failure to file and maintain a Registration Statement shall be a Registration Default. The Company shall, in the event that a Warrant Shares Shelf Registration Statement is filed, Issuer shall provide to each Holder of Registrable Securities copies of the prospectus Prospectus that is a part of the Warrant Shares Shelf Registration Statement, notify each such Holder of Registrable Securities when the Warrant Shares Shelf Registration Statement for the Warrant Shares has become effective and take certain such other actions as are required to permit unrestricted resales of the Warrant SharesRegistrable Securities. The Company Issuer shall require a Selling Holder that sells Warrant Shares Registrable Securities pursuant to the Warrant Shares Shelf Registration Statement to be named as a selling security holder Selling Holder in the related prospectus and to deliver a prospectus to purchasers, and any such Selling Holder shall be bound by the provisions of this Agreement that are applicable to such a Selling Holder (including certain indemnification rights and obligations). Each holder of the Warrant Shares Selling Holder shall deliver information to be used in connection with the Warrant Shares Shelf Registration Statement and provide comments on the Warrant Shares Shelf Registration Statement within the time periods period set forth in this Agreement in order to have its Warrant Shares Registrable Securities included in the Warrant Shares Shelf Registration Statement. (ii) If the Registration, or any Subsequent Registration (as defined below) ceases to be effective for any time during the Effectiveness Period, the Issuer shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Registration Statement if and to the extent such amendment can be reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or the Issuer shall use its best efforts to file an additional “shelf” Registration Statement (a “Subsequent Registration Statement”) pursuant to Rule 415 covering all of the Registrable Securities (a “Subsequent Registration”) on or prior to 90 days after such cessation of effectiveness and to cause the Subsequent Registration Statement to be declared effective on or prior to 180 days after such cessation of effectiveness. Upon a Subsequent Registration Statement being declared effective, the Issuer shall use its best efforts to keep such Subsequent Registration Statement continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Registration Statement, and any Subsequent Registration, was previously effective.

Shelf Registration of Registrable Securities. (a) The Company shall, within 90 days after the effectiveness date shall mail as soon as practicable a questionnaire (the "IPO Effectiveness DateQuestionnaire"), soliciting the information required by Items 507 and 508 of Regulations S-K under the Act, to each of the Holders, and shall deliver a copy of such Questionnaire to any Holder within five (5) days of it becoming available. As a registration statement filed condition to any Registrable Securities being included in the Registration Statement referred to below, such Holder shall submit a Questionnaire and shall amend and submit to the Company a revised Questionnaire any time the information contained therein ceases to be accurate and complete. (b) The Company agrees to file with the Commission in connection with an initial public offering of the Common StockCommission, use its best efforts to (a) file a shelf registration statement covering resales of the Warrant Shares Registration Statement (the "Warrant Shares Shelf Registration") for an offering to be made on a continuous basis pursuant to Rule 415 under the Act covering all Registrable Securities held by the Holder, as soon as practicable from the date hereof, but in no event more than ninety (90) days from the date hereof. The Holders shall be included as selling securityholders in such Registration Statement promptly, and within two (2) Business Days, after they have fully completed and returned to the Company the Questionnaire. The Shelf Registration Statement"shall be on Form S-3 under the Act or another appropriate form (including Form S-1, if applicable) permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings), (b) . The Company shall cause the Warrant Shares Shelf Registration Statement to be declared effective pursuant to the Act on or prior to the date that is 180 days after the date of the Closing under Securities the Financing Agreement (the "Effectiveness Target Date") and to keep the Shelf Registration continuously effective under the Act and for 60 months (the "Effectiveness Period") or such shorter period ending when there ceases to be outstanding any Registrable Securities. (c) The Company shall use all reasonable best efforts to keep effective the Warrant Shares Shelf Registration Statement until continuously effective, for the earlier period described in Section 2.1(b) hereof, by supplementing and amending the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Act or if reasonably requested by the Holders of a majority in amount of Registrable Securities (determined on a fully converted basis) covered by such Shelf Registration. (d) In the event any adjustment in the Exercise Quantity (as defined in the Warrants) would result in the issuance of additional Registrable Securities upon exercise of the Warrants, the Company shall promptly, and within ten (10) Business Days, amend or supplement the Shelf Registration in order to effect a Shelf Registration of such additional Registrable Securities pursuant to the terms of Section 2.1(b), provided, that notwithstanding anything to the contrary in Section 2.1(b) or the Financing Agreement, the Effectiveness Target Date shall be ninety (90) days from the date of the effective date of the adjustment to the Exercise Quantity resulting in additional Registrable Securities becoming issuable to the Holders. (e) Notwithstanding anything to the contrary in this Section 2.1, the Company may, by delivering written notice to the Holders, prohibit offers and sales of Registrable Securities pursuant to the Shelf Registration at any time if (A)(i) the Company is in possession of material non-public information relating to the Company, (ii) the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information to the public and (iii) the Company determines in good faith that public disclosure of such material non-public information would not be in the best interests of the Company and its stockholders, or (B)(i) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one year after or more of its subsidiaries that is material to the IPO Effectiveness Date Company and its subsidiaries taken as a whole and (ii) the Company determines in good faith that (x) offers and sales of Registrable Securities pursuant to the Shelf Registration prior to the consummation of such transaction (or such earlier date as the Company shall determine) would not be in the best interests of the Company and its shareholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in the Shelf Registration; provided, however, that upon (i) the public disclosure by the Company of the material non-public information described in clause (A) of this paragraph or (ii) the consummation, abandonment or termination of, or the availability of the required financial statements with respect to, a transaction described in clause (B) of this paragraph, the suspension of the use of the Shelf Registration pursuant to this Section 2.1(e) shall cease and the Company shall promptly comply, prior to the next Business Day, with Section 2.3 hereof and notify the Holders that dispositions of Registrable Securities may be authorized under Rule 144(k), as it may be amended from time to time) or such time as all of the applicable Warrant Shares have been sold thereunder or are otherwise eligible for sale under Rule 144 under the Securities Actresumed. The Company shall, in In the event that a Warrant Shares during the Effectiveness Period the prospectus under the Shelf Registration Statement is filed, provide to each Holder copies becomes not usable as a result of the Company's notification under this Section, the Company shall use its reasonable best efforts to provide the Holders a usable prospectus that is a part as soon as practicable, and in no event shall sales of Registrable Securities under the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement be suspended for the Warrant Shares has become effective and take certain other actions as are required to permit unrestricted resales of the Warrant Shares. The Company shall require a Holder that sells Warrant Shares pursuant to the Warrant Shares Shelf Registration Statement to be named as a selling security holder more than 30 days in the related prospectus and to deliver a prospectus to purchasers, and any such Holder shall be bound by the provisions of this Agreement that are applicable to such a Holder (including certain indemnification rights and obligations). Each holder of the Warrant Shares shall deliver information to be used in connection with the Warrant Shares Shelf Registration Statement and provide comments on the Warrant Shares Shelf Registration Statement within the time periods set forth in this Agreement in order to have its Warrant Shares included in the Warrant Shares Shelf Registration Statement365-day period.

Shelf Registration of Registrable Securities. (a) The Company shall, within 90 days after the effectiveness date shall mail as soon as practicable a questionnaire (the "IPO Effectiveness DateQuestionnaire"), soliciting the information required by Items 507 and 508 of Regulations S-K under the Act, to each of the Holders, and shall deliver a copy of such Questionnaire to any Holder within five (5) days of it becoming available. As a registration statement filed condition to any Registrable Securities being included in the Registration Statement referred to below, such Holder shall submit a Questionnaire and shall amend and submit to the Company a revised Questionnaire any time the information contained therein ceases to be accurate and complete. (b) The Company agrees to file with the Commission in connection with an initial public offering of the Common StockCommission, use its best efforts to (a) file a shelf registration statement covering resales of the Warrant Shares Registration Statement (the "Warrant Shares Shelf Registration") for an offering to be made on a continuous basis pursuant to Rule 415 under the Act covering all Registrable Securities held by the Holder, as soon as practicable from the date hereof, but in no event more than ninety (90) days from the date hereof. The Holders shall be included as selling securityholders in such Registration Statement promptly, and within two (2) Business Days, after they have fully completed and returned to the Company the Questionnaire. The Shelf Registration Statement"shall be on Form S-3 under the Act or another appropriate form (including Form S-1, if applicable) permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings), (b) . The Company shall cause the Warrant Shares Shelf Registration Statement to be declared effective pursuant to the Act on or prior to the date that is one hundred eighty (180) days after the date of this Agreement (the "Effectiveness Target Date") and to keep the Shelf Registration continuously effective under Securities the Act and for sixty (60) months (the "Effectiveness Period") or such shorter period ending when there ceases to be outstanding any Registrable Securities. (c) The Company shall use all reasonable best efforts to keep effective the Warrant Shares Shelf Registration Statement until continuously effective, for the earlier period described in Section 2.1(b) hereof, by supplementing and amending the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Act or if reasonably requested by the Holders of a majority in amount of Registrable Securities (determined on a fully converted basis) covered by such Shelf Registration. (d) In the event any adjustment in the Exercise Quantity (as defined in the Warrants) would result in the issuance of additional Registrable Securities upon exercise of the Warrants, the Company shall promptly, and within ten (10) Business Days, amend or supplement the Shelf Registration in order to effect a Shelf Registration of such additional Registrable Securities pursuant to the terms of Section 2.1(b), provided, that notwithstanding anything to the contrary in Section 2.1(b), the Effectiveness Target Date shall be ninety (90) days from the date of the effective date of the adjustment to the Exercise Quantity resulting in additional Registrable Securities becoming issuable to the Holders. (e) Notwithstanding anything to the contrary in this Section 2.1, the Company may, by delivering written notice to the Holders, prohibit offers and sales of Registrable Securities pursuant to the Shelf Registration at any time if (A)(i) the Company is in possession of material non-public information relating to the Company, (ii) the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information to the public and (iii) the Company determines in good faith that public disclosure of such material non-public information would not be in the best interests of the Company and its stockholders, or (B)(i) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one year after or more of its subsidiaries that is material to the IPO Effectiveness Date Company and its subsidiaries taken as a whole and (ii) the Company determines in good faith that (x) offers and sales of Registrable Securities pursuant to the Shelf Registration prior to the consummation of such transaction (or such earlier date as the Company shall determine) would not be in the best interests of the Company and its shareholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in the Shelf Registration; provided, however, that upon (i) the public disclosure by the Company of the material non-public information described in clause (A) of this paragraph or (ii) the consummation, abandonment or termination of, or the availability of the required financial statements with respect to, a transaction described in clause (B) of this paragraph, the suspension of the use of the Shelf Registration pursuant to this Section 2.1(e) shall cease and the Company shall promptly comply, prior to the next Business Day, with Section 2.3 hereof and notify the Holders that dispositions of Registrable Securities may be authorized under Rule 144(k), as it may be amended from time to time) or such time as all of the applicable Warrant Shares have been sold thereunder or are otherwise eligible for sale under Rule 144 under the Securities Actresumed. The Company shall, in In the event that a Warrant Shares during the Effectiveness Period the prospectus under the Shelf Registration Statement is filed, provide to each Holder copies becomes not usable as a result of the Company's notification under this Section, the Company shall use its reasonable best efforts to provide the Holders a usable prospectus that is a part as soon as practicable, and in no event shall sales of Registrable Securities under the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement be suspended for the Warrant Shares has become effective and take certain other actions as are required to permit unrestricted resales of the Warrant Shares. The Company shall require a Holder that sells Warrant Shares pursuant to the Warrant Shares Shelf Registration Statement to be named as a selling security holder more than thirty (30) days in the related prospectus and to deliver a prospectus to purchasers, and any such Holder shall be bound by the provisions of this Agreement that are applicable to such a Holder three hundred sixty-five (including certain indemnification rights and obligations). Each holder of the Warrant Shares shall deliver information to be used in connection with the Warrant Shares Shelf Registration Statement and provide comments on the Warrant Shares Shelf Registration Statement within the time periods set forth in this Agreement in order to have its Warrant Shares included in the Warrant Shares Shelf Registration Statement365) day period.