Underlying Shares Registration Statement. The Underlying Shares Registration Statement shall have been declared effective under the Securities Act by the Commission and shall have remained effective at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Series C Closing Date;
Underlying Shares Registration Statement. The Underlying Shares Registration Statement (as hereinafter defined) shall have been declared effective under the Securities Act by the Securities and Exchange Commission (the "Commission") by the 90th day following the Closing Date and shall have remained effective at all times from the date the Commission first declared it effective (the "Effective Date") through the Second Additional Funding Date, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time during such period;
Underlying Shares Registration Statement. The --------------------------------------------- Underlying Shares Registration Statement (as defined herein) shall have been declared effective under the Securities Act by the Commission and shall have remained effective (and the prospectus therein shall have remained available for use by the Purchasers to resell Securities there under) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Additional Funding Date.
Underlying Shares Registration Statement. The Effective Date for the Underlying Shares Registration Statement covering the resale of Underlying Shares issuable in connection with the Debentures and Warrants sold at each prior Closing shall have not less than 30 Trading Days prior to such Closing Date and such Underlying Shares Registration Statement shall have, since such Effective Date, remained effective at all times, not subject to any actual or threatened stop order or suspension;
Underlying Shares Registration Statement. The Underlying Shares Registration Statement with respect to the Underlying Shares issuable on conversion of the Shares and the Warrant to be sold hereunder shall have been declared effective under the Securities Act by the Commission within seventy (70) days of the date hereof (unless such period is extended by either the Company or the Purchaser for up to 45 days, provided the party requesting the extension is using its best efforts to cause the Registration Statement to be declared effective), and shall not be subject to any stop order and no stop order shall be pending or threatened as at the Initial Closing Date;
Underlying Shares Registration Statement. 19- (xiv) Certificate of Amendment......................-19- (xv) Company Certificates..........................-19- 4.2(a) Conditions Precedent to the Obligation of the Company to Sell the Series H Shares, the Series I Shares or the Series J Shares.........................-19- (i) Series G Closing..............................-19- (ii) Accuracy of the Purchaser's Representations and Warranties................................-19- (iii) Performance by the Purchaser..................-20- (iv) No Injunction.................................-20- (v) Required Approvals............................-20- (b) Conditions Precedent to the Obligation of the Purchaser to Purchase the Series H Shares, the Series I Shares or the Series J Shares................-20- (i) Series G Closing..............................-20- (ii) Accuracy of the Company's Representations and Warranties................................-20- (iii) Performance by the Company....................-20- (iv) Underlying Shares Registration Statements.....-20- (v) No Injunction.................................-21- (vi) Adverse Changes...............................-21- (vii) Trading Volume................................-21- (viii) Litigation....................................-21- (ix) Management....................................-21- (x) No Suspensions of Trading in Common Stock.....-21- (xi) Listing of Common Stock.......................-22- (xii) Legal Opinions................................-22- (xiii) Required Approvals............................-22- (xiv) Shares of Common Stock........................-22- (xv) Delivery of Stock Certificates................-22- ARTICLE V TERMINATION....................................................-22- 5.1 Termination by Mutual Consent.........................-22- 5.2 Termination by the Company............................-23- 5.3 Termination by the Purchaser..........................-23- ARTICLE VI MISCELLANEOUS..................................................-24- 6.1 Fees and Expenses.....................................-24- 6.2 Entire Agreement; Amendments..........................-25- 6.3 Notices...............................................-25- 6.4 Amendments; Waivers...................................-26- 10306-00006/387702.5 -iii-
Underlying Shares Registration Statement. With respect to the Second Series G Closing, the Underlying Shares Registration Statement with respect to the Underlying Shares issuable on conversion of the Initial Series G Shares and with respect to the Warrant Shares shall have been filed with and declared effective by the SEC, and there shall be outstanding no stop order suspending such effectiveness issued, pending or threatened to be issued (it being agreed that the number of Underlying Shares to be initially registered shall be determined in accordance with the provisions of the Registration Rights Agreement);
Underlying Shares Registration Statement. The Underlying Shares Registration Statement covering the Series A Preferred and the Series B Shares shall have been declared effective under the Securities Act by the Commission and shall at all times between the date so declared effective and the Series C Closing Date have remained effective and not subject to any pending or threatened stop order;
Underlying Shares Registration Statement. The Underlying Shares Registration Statement with respect to the Underlying Shares issuable on conversion of all outstanding Series A Shares and as payment of dividends thereon and exercise of the Series A Warrants shall have been declared effective under the Securities Act by the Commission. On such Closing Date, the Underlying Shares Registration Statement shall be effective, not subject to any stop order and not be subject to any suspension pursuant to Section 3(p) of the Registration Rights Agreement, and shall have been effective and shall not have been subject to any stop order for the ninety (90) days prior to such Closing Date and no stop order shall be pending or threatened as at such Closing Date;
Underlying Shares Registration Statement. The Underlying Shares Registration Statement covering the Series B Shares and Series B Warrants shall have been declared effective under the Securities Act by the Commission. On the Series C Closing Date, such Underlying Shares Registration Statement shall be effective, not subject to any actual or threatened stop order and not be subject to any actual or threatened suspension at any time between the Series B Closing Date and the Series C Closing Date;
