Common use of Sufficient Number of Shares Registered Clause in Contracts

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or new Registration Statement, or both, to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Sections 2.1(a) or 2.1(b) on any day is insufficient (including as a result of any antidilution or other adjustment to the conversion price of the Notes or the exercise price of the Warrants) to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities Required Registration Amount pursuant to Section 2.1(c2(h), the Company Issuer shall amend the applicable such Registration StatementStatement (if permissible), or file with the Commission a new Registration Statement (on the short form available therefor, if applicable)Statement, or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company Issuer shall use its commercially reasonable best efforts to cause such amendment or to such Registration Statement and/or such new Registration Statement, or both, Statement (as the case may be) to become effective as soon as practicable following the filing thereof. For purposes of thereof with the foregoing provisionCommission, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less but in no event later than the Required applicable Effectiveness Deadline for such Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement on Form S-3 (on the short form available thereforor Form S-1 or any other applicable form, if applicableForm S-3 is not available to the Company), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar days fifteen (15) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a), Section 2(b) or 2.1(bSection 2(c) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar twenty (20) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the applicable Required Registration Amount of Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required number of Registrable Securities covered by such Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforForm S-3, if applicableavailable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required and permitted by the SEC to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor therefore arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 fifteen (15) calendar days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(b2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that each Note is the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Price Rate (as defined in the Notes AgreementNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 125% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes and such calculation shall assume that each Note is the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Price Rate (as defined in the Notes AgreementNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).The

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a2(a) or 2.1(b2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c)Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, or such lesser amount as the staff of the SEC may require pursuant to Rule 415, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement).ii) 0.90.‌

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar twenty (20) days after the necessity therefor therefore arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover the Required Registration Amount resale of all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock Shares available for resale under the Registration Statement is less than the Required Registration Amount. The calculation determination set forth in this paragraph shall be made without regard to any limitations on the foregoing sentence exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full into shares of exercisable for Common Stock Shares at the then prevailing Conversion Price (as defined in the Notes Agreement)applicable Exercise Price.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes and such calculation shall assume that each Note is the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Price Rate (as defined in the Notes AgreementNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to this Section 2.1(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required and permitted by the SEC to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor therefore arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under such Registration Statement, subject to any limitations imposed by the Registration Statement SEC, is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares number of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar 30 days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)such time.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock Ordinary Shares available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion all of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover register at least the Required Registration Amount of Registrable Securities, determined as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement. The filing of the amendment or new Registration Statement, in each caseas applicable, should occur as soon as reasonably practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock Ordinary Shares available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor therefore arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available registered for resale under the such Registration Statement is less than the Required number of Registrable Securities required to be registered for resale pursuant to such Registration Amount. The calculation set forth Statement in accordance with the foregoing sentence shall assume that each Note is then convertible in full into shares terms of Common Stock at the then prevailing Conversion Price (Section 2(a) or 2(b), as defined in the Notes Agreement)applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 fifteen (15) calendar days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock Shares available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares number of Registrable Securities on an as-converted to Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)basis.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Sections 2.1(a) or 2.1(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(h), the Company shall amend the applicable such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar twenty (20) days after the necessity therefor arisesarises (but taking account of any SEC Staff position with respect to the date on which the SEC Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its commercially reasonable best efforts to cause such amendment or to such Registration Statement and/or such new Registration Statement, or both, Statement (as the case may be) to become effective as soon as practicable following the filing thereof. For purposes of thereof with the foregoing provisionSEC, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less but in no event later than the Required applicable Effectiveness Deadline for such Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares number of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full into exercisable for shares of Common Stock at the then prevailing Conversion Exercise Price (as defined in the Notes AgreementWarrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c)Statement, the Company shall promptly inform each Investor whose Registrable Securities are not fully covered by such Registration Statement and, as soon as reasonably practicable, amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover Registrable Securities consisting of at least that number of shares of Common Stock equal to 100% of the Required Registration Amount number of Registrable Securities as of the Trading Day two (2) trading days immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at as of any time date of determination, the number of shares of Common Stock available for resale under the Registration Statement is less than 100% of the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares number of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new or additional Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar twenty (20) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion all of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover register at least the Required Registration Amount of Registrable Securities, determined as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement. The filing of the amendment or new Registration Statement, in each caseas applicable, should occur as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar thirty (30) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that each Note is the Notes are then convertible in full into shares Shares of Common Stock at the then prevailing Conversion Price Rate (as defined in the Notes AgreementNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor therefore arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifty (50) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and such calculation shall assume that each Note is the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Price Rate (as defined in the Notes AgreementNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by which such Registration Statement is required to cover or an Investor’s Buyer's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least that number of shares of Common Stock equal to the Required Registration Amount sum of (x) the number of Conversion Shares issuable upon conversion of the Preferred Shares (without regard to any limitations on conversions) as of the Trading Day date immediately preceding the date of the filing of such amendment or new Registration StatementStatement is filed with the SEC, plus (y) the number of Conversion Shares held by the Buyers as of the date immediately preceding the date such amendment or new Registration Statement is filed with the SEC , in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) business days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the such Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Business Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar days twenty (20) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investora Holder’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar thirty (30) days after the necessity therefor arises. The Company shall use its commercially reasonable commercial efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock Ordinary Shares available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)such time.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock Shares available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full into shares of exercisable for Common Stock Shares at the then prevailing Conversion Exercise Price (as defined in the Notes AgreementWarrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable it best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of Registrable Securities issued or issuable upon conversion of the outstanding Preferred Shares and exercise of the outstanding and then exercisable Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new or additional Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar twenty (20) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amountnumber of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that each Note is the Warrants are then convertible in full exercisable into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by which such Registration Statement is required to cover or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as 150% of the Trading Day Registrable Securities (based on the market price of the Common Stock on the trading day immediately preceding the date of the filing of such amendment or new Registration Statement), in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of Registrable Securities issued or issuable upon conversion of the Preferred Shares and exercise of the Warrants covered by such Registration Statement is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement).Common

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Sections 2.1(a) or 2.1(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investora Purchaser’s allocated portion of the Registrable Securities pursuant to Section 2.1(c2(f), the Company shall amend the applicable such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arisesarises (but taking account of any Staff position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its commercially reasonable best efforts to cause such amendment or to such Registration Statement and/or such new Registration Statement, or both, Statement (as the case may be) to become effective as soon as practicable following the filing thereof. For purposes of thereof with the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)SEC.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2.1(c)Statement, the Company shall promptly inform each Investor whose Registrable Securities are not fully covered by such Registration Statement and, as soon as reasonably practicable, amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover Registrable Securities consisting of at least that number of Ordinary Shares equal to 100% of the Required Registration Amount number of Registrable Securities as of the Trading Day two (2) trading days immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at as of any time date of determination, the number of shares of Common Stock Ordinary Shares available for resale under the Registration Statement is less than 100% of the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares number of Common Stock at the then prevailing Conversion Price (as defined in the Notes Agreement)Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(aSection 2(a) or 2.1(bSection 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to Section 2.1(c2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration AmountAmount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes and such calculation shall assume that each Note is the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Price Rate (as defined in the Notes AgreementNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Sections 2.1(a) or 2.1(bSection 2(a) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor’s 's allocated portion of the Registrable Securities pursuant to this Section 2.1(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than 15 calendar fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment or and/or new Registration Statement, or both, Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “"insufficient to cover all of the Registrable Securities” " if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount. The calculation set forth in the foregoing sentence shall assume that each Note is then convertible in full into shares Amount as of Common Stock at the then prevailing Conversion Price such time by (as defined in the Notes Agreement)ii) 0.90.