Common use of Subsequent Mandatory Registration Clause in Contracts

Subsequent Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Subsequent Filing Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale of all of the Subsequent Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g). The Subsequent Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Subsequent Required Registration Amount determined as of the date the Subsequent Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Subsequent Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Subsequent Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Subsequent Registration Statement. Notwithstanding the foregoing in this Section 2(c), if the Company shall furnish to the Investor a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for the Subsequent Registration Statement to be filed or made effective at the time required, the Company shall have the right to defer the filing of the Subsequent Registration Statement registration statement for a period of not more than 90 days from the time the filing or effectiveness is required; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Subsequent Mandatory Registration. The If Subsequent Capacity Shares have been issued pursuant to the terms of the Capacity and Services Agreement and the Subscription Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Subsequent Filing Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale of all of the Subsequent Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g2(f). The Subsequent Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Subsequent Required Registration Amount determined as of the date the Subsequent Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h2(g). The Subsequent Registration Statement shall contain (except if otherwise directed by the Required Holders) the “"Plan of Distribution” " and “"Selling Stockholders” " sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Subsequent Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Subsequent Registration Statement. Notwithstanding the foregoing in this Section 2(c), if the Company shall furnish to the Investor a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for the Subsequent Registration Statement to be filed or made effective at the time required, the Company shall have the right to defer the filing of the Subsequent Registration Statement registration statement for a period of not more than 90 days from the time the filing or effectiveness is required; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Subsequent Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Subsequent Filing Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale of all of the Subsequent Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g). The Subsequent Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Subsequent Required Registration Amount determined as of the date the Subsequent Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Subsequent Registration Statement shall contain (except if otherwise directed by the Required Holders) the “"Plan of Distribution” " and “"Selling Stockholders” " sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Subsequent Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Subsequent Registration Statement. Notwithstanding the foregoing in this Section 2(c), if the Company shall furnish to the Investor a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for the Subsequent Registration Statement to be filed or made effective at the time required, the Company shall have the right to defer the filing of the Subsequent Registration Statement registration statement for a period of not more than 90 days from the time the filing or effectiveness is required; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Subsequent Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Subsequent Filing Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale of all of the Subsequent Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g2(f). The Subsequent Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Subsequent Required Registration Amount determined as of the date the Subsequent Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h2(g). The Subsequent Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling StockholdersShareholders” sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Subsequent Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Subsequent Registration Statement. Notwithstanding the foregoing in this Section 2(c), if the Company shall furnish to the Investor a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for the Subsequent Registration Statement to be filed or made effective at the time required, the Company shall have the right to defer the filing of the Subsequent Registration Statement registration statement for a period of not more than 90 days from the time the filing or effectiveness is required; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Subsequent Mandatory Registration. The In the event (i) one or more Additional Closings shall occur on or after the Initial Filing Date and/or (ii) the Warrants are issued on or after the Initial Filing Date, the Company shall prepare, and, as soon as practicable but in no event later than the Subsequent Filing Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale of all of the Subsequent Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g). The Subsequent Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Subsequent Required Registration Amount determined as of the date the Subsequent Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Subsequent Registration Statement shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Subsequent Registration Statement or if directed by the Required Holders) the “Plan of Distribution” and “Selling StockholdersShareholders” sections in substantially the form attached hereto as Exhibit B. A. The Company shall use its commercially reasonable best efforts to have the Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the second Business Day following the Subsequent Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to which may be used in connection with sales pursuant to such Subsequent Registration Statement. Notwithstanding the foregoing in this Section 2(c), if the Company shall furnish to the Investor a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for the Subsequent Registration Statement to be filed or made effective at the time required, the Company shall have the right to defer the filing of the Subsequent Registration Statement registration statement for a period of not more than 90 days from the time the filing or effectiveness is required; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.