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 Section 2(a) is insufficient to cover 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement on Form S-3 (or Form S-1 or any other applicable form, if Form 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 fifteen (15) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 number of Registrable Securities covered by multiplying (i) the Required such Registration Amount as of such time by (ii) 0.90Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 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 the Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a), Section 2(b) or Section 2(c) is insufficient to cover all the Required Registration Amount of the 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(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen twenty (1520) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formS-3, if Form S-3 is not available to the Companyavailable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) number of Registrable Securities. The calculation set forth in the Required Registration Amount as foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) 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 all of the Registrable Securities required to be covered by such Required Registration Statement Amount or an Investor’s allocated portion of the Registrable Securities Required Registration Amount pursuant to Section 2(c2(h), the Company Issuer shall amend the applicable such Registration StatementStatement (if permissible), or file with the Commission a new Registration Statement on Form S-3 (or Form S-1 or any other applicable form, if Form S-3 is not available to the Company)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 fifteen (15) Business Days days after the necessity therefor arises. The Company Issuer shall use its commercially reasonable best efforts to cause such amendment to such Registration Statement and/or such new Registration 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 product determined by multiplying (i) the Required applicable Effectiveness Deadline for such Registration Amount as of such time by (ii) 0.90Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable it best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover 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(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) number of Registrable Securities. The calculation set forth in the Required Registration Amount as foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor therefore arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (inumber of Registrable Securities required to be registered for resale pursuant to such Registration Statement in accordance with the terms of Section 2(a) the Required Registration Amount or 2(b), as of such time by (ii) 0.90applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen twenty (1520) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen thirty (1530) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 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 the Notes are then convertible into Shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c)Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement on Form S-3 (or Form S-1 or any other applicable form, if Form 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 fifteen (15) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 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 the Warrants are then exercisable for shares of Common Stock at the then prevailing Exercise Price (as defined in the Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(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 Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as number of such time by (ii) 0.90Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor therefore arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as number of such time by (ii) 0.90Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days 30 days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90time.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover 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(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor therefore arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) number of Registrable Securities. The calculation set forth in the Required Registration Amount as foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days calendar days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 Amount as of such time by (ii) 0.90Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor therefore arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) number of Registrable Securities. The calculation set forth in the Required Registration Amount as foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the foregoing provision, Notes and such calculation shall assume that 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 Notes are then convertible into shares of Common Stock available for resale under at the Registration Statement is less than then prevailing Conversion Rate (as defined in the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90Notes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 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 the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as number of such time by (ii) 0.90Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as number of such time by (ii) 0.90.Registrable Securities. The

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as number of such time by (ii) 0.90Registrable Securities on an as-converted to Common Stock basis.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen thirty (1530) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable commercial efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90time.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 Amount 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 the Warrants are then exercisable for Common Shares at the then prevailing Exercise Price (as defined in the Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 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 the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section Sections 2(a) or 2(b) is insufficient to cover 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(c)Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90.0.90.‌

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days calendar days after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration 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 as of such time by (ii) 0.90Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c2(h), the Company shall amend the applicable such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen twenty (1520) Business Days 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 to such Registration Statement and/or such new Registration 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 product determined by multiplying (i) the Required applicable Effectiveness Deadline for such Registration Amount as of such time by (ii) 0.90Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c)Statement, the Company shall amend the applicable such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arisesarises (but taking account of any position of the staff of the SEC (the “Staff”) 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 to such Registration Statement and/or such new Registration 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 product determined by multiplying (i) the Required applicable Effectiveness Deadline for such Registration Amount as of such time by (ii) 0.90Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days 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 and/or new Registration 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 product determined by multiplying (i) number of Registrable Securities. The calculation set forth in the Required Registration Amount as foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover 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(c)Statement, the Company shall amend use its best efforts to file subsequent Registration Statements during the applicable Registration Statement, or file a new Period (as defined below) to register the Registrable Securities that were not registered in the initial Registration Statement on Form S-3 (or Form S-1 or any other applicable form, if Form S-3 is not available to the Company), or both, so as to cover at least the Required Registration Amount promptly as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, possible and in each case, as soon as practicable, but a manner permitted in any event not later than fifteen (15) Business Days after the necessity therefor arisesaccordance with SEC Guidance. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provisionthis Section 2(d), the number of shares available under a earliest date with respect to each subsequent Registration Statement filed pursuant hereto, shall be deemed “insufficient to cover no sooner than the later of (i) sixty (60) days following the sale of substantially all of the Registrable Securities” if at any time Securities included in the number of shares of Common Stock available for resale under the initial Registration Statement is less than the product determined by multiplying (i) the Required or any subsequent Registration Amount as of such time by Statement and (ii) 0.90six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted in accordance with SEC Guidance.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the 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(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen twenty (1520) Business Days days after the necessity therefor therefore arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 product determined by multiplying (i) number of Registrable Securities. The calculation set forth in the Required Registration Amount as foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover the 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(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on Form S-3 (or Form S-1 or any other applicable formthe short form available therefor, if Form S-3 is not available to the Companyapplicable), 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 fifteen (15) Business Days days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration 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 Amount as Amount. The determination set forth in this paragraph shall be made without regard to any limitations on the exercise of the Warrants and such time by (ii) 0.90calculation shall assume that the Warrants are then exercisable for Common Shares at the then prevailing applicable Exercise Price.