Common use of Timing of Registration Clause in Contracts

Timing of Registration. As soon as practicable following the final closing date of the Offering (the “Consummation Date”), but in any event within sixty (60) days thereof, the Company shall use its commercially reasonable efforts prepare and file a Registration Statement under the Securities Act with respect to all of the Registrable Securities. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable after the initial filing of the Registration Statement. If a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify 3 the Company in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus, it being acknowledged and agreed that the Company will not be required to provide any confidential information under any material agreement or disclose information for that has not been disclosed in its filings due to confidential treatment with the SEC. The Company will cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act, until there are no longer any Registrable Securities outstanding, but in any event no longer than such time as counsel for the Company is willing to issue a legal opinion, in a form acceptable to the transfer agent for the Company, that the Registrable Securities held by the Investors (assuming that no Investor is an Affiliate of the Company or has transferred or assigned their Registrable Securities) may be sold pursuant to Section 4(1) of the Securities Act, and the safe harbor provided under Rule 144. The number of Registrable Securities that will be included will be the fullest amount that is permitted and if the Company is required to not include Registrable Securities because of applicable law, then the number not included in the Registration Statement will be determined on a pro rata basis. Notwithstanding any provision of this Agreement to the contrary, the Company shall not have any obligation to register or include in any Registration Statement any Registrable Securiteis to the extent that the Commission takes a position that such securities may not be so registered or so included in a Registration Statement.

Timing of Registration. As soon as practicable following the final closing date expiration of the Offering (the “Consummation Date”)Third Lock-up Period, but in any event within sixty (60) 30 days thereofof the expiration of the Third Lock-up Period, the Company shall use its commercially reasonable efforts prepare and file a Registration Statement under the Securities Act with respect to all of the Registrable Securities; provided, that, at such time, the Company is then eligible to use Form S-3. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable no later than 120 days after the initial filing date of the Registration Statementexpiration of the Third Lock-up Period. If a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify 3 the Company in writing that, in the reasonable sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus, it being acknowledged and agreed that the Company will not be required to provide any confidential information under any material agreement or disclose information for that has not been disclosed in its filings due to confidential treatment with the SEC. The Company will cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until there are no longer any Registrable Securities outstanding, but in any event no longer than thirty-six (36) months after effectiveness thereof or such time shorter period as counsel for the Company is willing agreed to issue by a legal opinion, in a form acceptable to the transfer agent for the Company, that the Registrable Securities held by the Investors (assuming that no Investor is an Affiliate Majority-in-Interest of the Company or has transferred or assigned their Registrable SecuritiesInvestors. The Registration Statement when declared effective (including the documents incorporated therein by reference) may be sold pursuant will comply as to Section 4(1) form with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provided under Rule 144. The number will not contain an untrue statement of Registrable Securities that will be included will be the fullest amount that is permitted and if the Company is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not include Registrable Securities because of applicable law, then the number not included in the Registration Statement will be determined on a pro rata basis. Notwithstanding any provision of this Agreement to the contrary, the Company shall not have any obligation to register or include in any Registration Statement any Registrable Securiteis to the extent that the Commission takes a position that such securities may not be so registered or so included in a Registration Statementmisleading.

Timing of Registration. As soon as practicable following March 31, 2016 or the final closing date of the Offering a Qualified Financing (the “Consummation Date”), but in any event within sixty thirty (6030) days thereof, the Company shall use its commercially reasonable efforts prepare and file a Registration Statement under the Securities Act with respect to all of the Registrable Securities. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable no later than sixty (60) days after the date of the initial filing of the Registration Statement. If a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify 3 the Company in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus, it being acknowledged and agreed that the Company will not be required to provide any confidential information under any material agreement or disclose information for that has not been disclosed in its filings due to confidential treatment with the SEC. The Company will cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act, until there are no longer any Registrable Securities outstanding, but in any event no longer than such time as counsel for the Company is willing to issue a legal opinion, in a form acceptable to the transfer agent for the Company, that the Registrable Securities held by the Investors (assuming that no Investor is an Affiliate of the Company or has transferred or assigned their Registrable Securities) may be sold pursuant to Section 4(1) of the Securities Act, and the safe harbor provided under Rule 144. The number of Registrable Securities that will be included will be the fullest amount that is permitted and if the Company is required to not include Registrable Securities because of applicable law, then the number not included in the Registration Statement will be determined on a pro rata basis. Notwithstanding any provision of this Agreement to the contrary, the Company shall not have any obligation to register or include in any Registration Statement any Registrable Securiteis to the extent that the Commission takes a position that such securities may not be so registered or so included in a Registration Statement.

Timing of Registration. As soon as practicable following the final closing date of the Offering (the “Consummation Date”)Merger, but in any event within sixty (60) days thereof, the Company shall use its commercially reasonable efforts prepare and file to cause a Registration Statement under the Securities Act to be prepared and filed by the post-Merger public company with respect to all of the Registrable Securities. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable no later than sixty (60) days after the date of the initial filing of the Registration Statement. If a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify 3 the Company in writing that, in the reasonable sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information in the prospectus, it being acknowledged and agreed that the Company will not be required to provide any confidential information under any material agreement or disclose information for that has not been disclosed in its filings due to confidential treatment with the SEC. The Company will cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act, until there are no longer any Registrable Securities outstanding, but in any event no longer than thirty-six (36) months after effectiveness thereof or such time shorter period as counsel for is agreed to by a Majority-in-Interest of the Company is willing Holders; provided, however, that if the provisions of Rule 144(i)(1) apply to issue a legal opinion, in a form acceptable to the transfer agent for the Company, that the Registrable Securities held requirement to maintain an effective Registration Statement shall be extended to sixty (60) months after effectiveness. The Registration Statement when declared effective (including the documents incorporated therein by the Investors (assuming that no Investor is an Affiliate of the Company or has transferred or assigned their Registrable Securitiesreference) may be sold pursuant will comply as to Section 4(1) form with all applicable requirements of the Securities Act and the Securities Exchange Act, and the safe harbor provided under Rule 144. The number will not contain an untrue statement of Registrable Securities that will be included will be the fullest amount that is permitted and if the Company is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not include Registrable Securities because of applicable law, then the number not included in the Registration Statement will be determined on a pro rata basis. Notwithstanding any provision of this Agreement to the contrary, the Company shall not have any obligation to register or include in any Registration Statement any Registrable Securiteis to the extent that the Commission takes a position that such securities may not be so registered or so included in a Registration Statementmisleading.