Common use of Warrant Shares Clause in Contracts

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after the Closing Date, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, at any time following its effective date, the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep the Resale Registration Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after exercise, and otherwise complies with applicable rules of the Closing DateCommission, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares effective during for a period of 30 months following the period beginning on its effective date until the expiration of the WarrantsClosing Date. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after being held for the Closing Daterequisite period required under Rule 144 under the Securities Act, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant SharesShares by the holders thereof, the Company shall immediately promptly notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best commercially reasonable efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless Warrants or until their earlier exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrantor redemption in full.

Warrant Shares. If all or any portion of a Warrant or Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or Pre-Funded Warrant Shares or if the Warrant or Pre-Funded Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares or Pre-Funded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares or Pre-Funded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares or Pre-Funded Warrant Shares, the Company shall immediately notify the holders of the Warrants or Pre-Funded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares or Pre-Funded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any the Purchaser to sell, any of the Warrant Shares or Pre-Funded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares or Pre-Funded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants or Pre-Funded Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Prefunded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Prefunded Warrant Shares or if the Prefunded Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Prefunded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Prefunded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Prefunded Warrant Shares, the Company shall immediately notify the holders of the Prefunded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Prefunded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Prefunded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Prefunded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Prefunded Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant or Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or Pre-Funded Warrant Shares, or in the case of Warrant, if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares or Pre-Funded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends, provided that, at the time of the issuance of the Warrant Shares or Pre-Funded Warrant Shares, the holder of the Warrant or Pre-Funded Warrant is not an Affiliate of the Company. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares or Pre-Funded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares or Pre-Funded Warrant Shares, the Company shall immediately notify the holders of the Warrants and Pre-Funded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares or Pre-Funded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares or Pre-Funded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep the Resale Registration Statement a registration statement registering the issuance or resale of the Warrant Shares or Pre-Funded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants or Pre-Funded Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant or Prefunded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or Prefunded Warrant Shares or if the Warrant or Prefunded Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares and Prefunded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares or Prefunded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares or Prefunded Warrant Shares, the Company shall immediately notify the holders of the Warrants or Prefunded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares or Prefunded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares or Prefunded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares or Prefunded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants or Prefunded Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. The Shares shall be issued free of legends. If all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Pre-Funded Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Pre-Funded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Pre-Funded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Pre-Funded Warrant Shares, the Company shall immediately notify the holders of the Pre-Funded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Pre-Funded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Pre-Funded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Pre-Funded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Pre-Funded Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant or Pre-funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or Pre-funded Warrant Shares or if the Warrant or Pre-funded Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares or Pre-funded Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant SharesShares or Pre-funded Warrant Shares by the holders thereof, the Company shall immediately promptly notify the holders of the Warrants or Pre-funded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares or Pre-funded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares or Pre-funded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best commercially reasonable efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares or Pre-funded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless Warrants or Pre-funded Warrants or until their earlier exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrantor redemption in full.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or Warrant ADSs, or if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares or Warrant ADSs issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant SharesShares or Warrant ADSs) is not effective or is not otherwise available for the sale or resale of the Warrant SharesShares or Warrant ADSs, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares or Warrant ADSs (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares or Warrant ADSs in compliance with applicable federal and state securities laws). The Company shall use its commercially reasonable best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares or Warrant ADSs effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon With respect to any warrants to purchase Ordinary Shares held by a cashless exercise Purchaser as of the date hereof (each, a “Prior Warrant”), the holding period for purposes Company hereby waives, in part, the definition of Rule 144 “Excluded Issuance” (as defined in each such Prior Warrant) such that Additional Excluded Securities (as defined in each such Prior Warrant) shall tack back not be an Excluded Issuance effective immediately prior to the original date time of issuance execution of such Warrantthis Agreement.

Warrant Shares. The Shares shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best its commercially reasonable efforts to keep the Resale Registration Statement registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective datethe date hereof, the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of the Shares or the Warrant Shares) Shares is not effective or is not otherwise available for the sale or resale of the Shares or the Warrant Shares, the Company shall immediately notify the holders of the Shares or the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Shares or the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Shares or the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best commercially reasonable efforts to file promptly and keep the Resale Registration Statement a registration statement registering the issuance or resale of the Shares or the Warrant Shares effective during until such time Purchaser can sell the period beginning on its effective date until Shares and the expiration of the WarrantsWarrant Shares under Rule 144 without any volume or manner restrictions. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep the Resale Registration Statement Statement) or other registration statement registering the issuance or resale of the Warrant Shares effective during the period beginning commencing on its the effective date until thereof and terminating on the expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such the Warrant. For purposes of clarity, the Shares shall be issued free of legends.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares ADSs or if Warrant Shares, the Warrant is exercised via cashless exercise commencing six months after the Closing Date, the ADSs and/or Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant ADSs and/or Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant ADSs and/or the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant ADSs and/or the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant ADSs and/or Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant ADSs and/or Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise commencing six months after and the Closing DateWarrant Shares issued are eligible for immediate resale under Rule 144, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws)Shares. The Company shall use best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless exercise of a Warrantthe Warrants, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such WarrantWarrant if such tacking is allowed by the rules and interpretations of the Commission at such time.

Warrant Shares. If all or any portion of a Warrant or Prefunded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares and Prefunded Warrant or if the Warrant or Prefunded Warrant is exercised via cashless exercise commencing six months after the Closing Dateexercise, the Warrant Shares and Prefunded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If, If at any time following its effective date, the Resale date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares or Prefunded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares or the Prefunded Warrant Shares, the Company shall immediately notify the holders of the Warrants and Prefunded Warrants in writing that such Resale Registration Statement or other registration statement is not then effective and thereafter shall promptly notify such holders when such Resale Registration Statement or other the registration statement is effective again and available for the sale or resale of the Warrant Shares and Prefunded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares or Prefunded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Resale Registration Statement Statement) registering the issuance or resale of the Warrant Shares and Prefunded Warrant Shares effective during the period beginning on its effective date until the expiration term of the Warrants. Upon a cashless exercise of a Warrants and Prefunded Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrantas applicable.