Common use of Additional Interest for Illiquidity Clause in Contracts

Additional Interest for Illiquidity. (a) The Company acknowledges and agrees that the Initial Purchasers (and any subsequent holders of the Initial Notes) have acquired the Initial Notes in reliance on the covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company further acknowledges and agrees that the failure of the Company to fulfill such covenants will have an adverse effect on the holders of the Initial Notes. Therefore, the Company agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable Notes) shall accrue with respect to the Initial Notes until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company to the holders of all Initial Notes at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes had been increased by one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees that it shall be liable to the holders of all Initial Notes for the payment of any and all additional interest on the Initial Notes that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes but unpaid on the date on which such interest ceases to accrue (the "CURE DATE") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes on such record date. (b) The Company shall promptly notify the holders of the Initial Notes and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. Notwithstanding the foregoing, the Company shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company acknowledges and agrees that the Initial Purchasers (and any subsequent holders of the Initial Notes) have acquired the Initial Notes in reliance on the covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company further acknowledges and agrees that the failure of the Company to fulfill such covenants will have an adverse effect on the holders of the Initial Notes. Therefore, the Company agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable Notes) shall accrue with respect to the Initial Notes until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company to the holders of all Initial Notes at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes had been increased by one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees that it shall be liable to the holders of all Initial Notes for the payment of any and all additional interest on the Initial Notes that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") --------- shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes on such record date. (b) The Company shall promptly notify the holders of the Initial Notes and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. Notwithstanding the foregoing, the Company shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company acknowledges Registrants acknowledge and agrees agree that the Initial Purchasers (and any subsequent holders of the Initial NotesSecurities) have acquired the Initial Notes Securities in reliance on the covenant of the Company Registrants to use its their reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company Registrants further acknowledges acknowledge and agrees agree that the failure of the Company Registrants to fulfill such covenants will have an adverse effect on the holders of the Initial NotesSecurities. Therefore, the Company agrees Registrants agree that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company to the holders of all Initial Notes Securities at the times, in the manner and subject to the same terms and conditions set forth in the IndenturePass Through Trust Agreements, as nearly as may be, as though the interest rates provided in such Initial Notes Securities had been increased by one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees Registrants agree that it shall be liable to the holders of all Initial Notes for Securities shall be entitled to the payment of any and all additional interest on the Initial Notes Securities that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATE") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure DateDay, if such Cure Date is a record date) to the holders of record of such Initial Notes Securities on such record date. (b) The Company Registrants shall promptly notify the holders of the Initial Notes Securities and the Pass Through Trustee of the occurrence of any Illiquidity Event of which it has they have knowledge. Notwithstanding the foregoing, the Company no holder shall not be required entitled to pay receive the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes Securities held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company Registrants may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company Registrants reasonably determines determine that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company acknowledges Issuers acknowledge and agrees agree that the Initial Purchasers (and any subsequent holders of the Initial NotesSecurities) have acquired the Initial Notes Securities in reliance on the Issuers' covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company Issuers further acknowledges acknowledge and agrees agree that the failure of the Company Issuers to fulfill such covenants will have an adverse effect on the holders of the Initial NotesSecurities. ThereforeThere fore, the Company agrees Issuers agree that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company Issuers to the holders of all Initial Notes Securities at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes Securities had been increased by one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees Issuers agree that it they shall be liable to the holders of all Initial Notes Securities for the payment of any and all additional interest on the Initial Notes Securities that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes Securities on such record date. (b) The Company Issuers shall promptly notify the holders of the Initial Notes Securities and the Trustee of the occurrence of any Illiquidity Event of which it has they have knowledge. Notwithstanding the foregoing, the Company Issuers shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes Securities held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company Issuers may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company Issuers reasonably determines determine that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company acknowledges and agrees that the Initial Purchasers (and any subsequent holders of the Initial NotesSecurities) have acquired the Initial Notes Securities in reliance on the Company's covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company further acknowledges and agrees that the failure of the Company to fulfill such covenants will have an adverse effect on the holders of the Initial NotesSecurities. Therefore, the Company agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company to the holders of all Initial Notes Securities at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes Securities had been increased by one half of one percent (0.50%) per annum. Notwithstanding that the Illiquidity Event may cease to exist, in the event that an Exchange Offer Registration Statement or an Initial Shelf Xxxxxxxx- tion Statement has not become effective within two years after the Closing Date, the interest rates on the Initial Securities otherwise payable as provided in the Indenture shall permanently remain increased by such one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees that it shall be liable to the holders of all Initial Notes Securities for the payment of any and all additional interest on the Initial Notes Securities that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes Securities on such record date. (b) The Company shall promptly notify the holders of the Initial Notes Securities and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. Notwithstanding the foregoing, the Company shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes Securities held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company acknowledges and agrees that the Initial Purchasers (and any subsequent holders of the Initial NotesAdditional Securities) have acquired the Initial Notes Additional Securities in reliance on the Company's covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company further acknowledges and agrees that the failure of the Company to fulfill such covenants will have an adverse effect on the holders of the Initial NotesAdditional Securities. Therefore, the Company agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Additional Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Additional Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company to the holders of all Initial Notes Additional Securities at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes Additional Securities had been increased by one half of one percent (0.50%) per annum. Notwithstanding that the Illiquidity Event may cease to exist, in the event that an Exchange Offer Registration Statement or an Initial Shelf Registration Statement has not become effective within two years after the Closing Date, the interest rates on the Additional Securities otherwise payable as provided in the Indenture shall permanently remain increased by such one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees that it shall be liable to the holders of all Initial Notes Additional Securities for the payment of any and all additional interest on the Initial Notes Additional Securities that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes Additional Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes Additional Securities on such record date. (b) The Company shall promptly notify the holders of the Initial Notes Additional Securities and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. Notwithstanding the foregoing, the Company shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes Securities held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company Issuer acknowledges and agrees that the Initial Purchasers (and any subsequent holders of the Initial NotesSecurities) have acquired the Initial Notes Securities in reliance on the Issuer's covenant of the Company to use its reasonable best efforts to (i) to cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) to maintain the respective effectiveness of such Registration Statements as described herein. The Company Issuer further acknowledges and agrees that the failure of the Company Issuer to fulfill such covenants will have an adverse effect on the holders of the Initial NotesSecurities. Therefore, the Company Issuer agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company Issuer to the holders of all Initial Notes Securities at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes Securities had been increased by one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company Issuer agrees that it shall be liable to the --------- holders of all Initial Notes Securities for the payment of any and all additional interest on the Initial Notes Securities that shall accrue pursuant to this Section 4. --------- Any such additional interest accrued on any such Initial Notes Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") --------- shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes Securities on such record date. (b) The Company Issuer shall promptly notify the holders of the Initial Notes Securities and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. Notwithstanding the foregoing, the Company Issuer shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder --------- with respect to the Registrable Notes Securities held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company Issuer may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company Issuer reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is --------- necessary for the Shelf Registration Statement to be declared effective.

Additional Interest for Illiquidity. (a) The Company acknowledges and agrees that the Initial Purchasers (and any subsequent holders of the Initial NotesSecurities) have acquired the Initial Notes in reliance on the Company's covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date Date, (A) the Exchange Offer Registration Statement and to consummate the Exchange Offer or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company further acknowledges and agrees that the failure of the Company to fulfill such covenants will have an adverse effect on the holders of the Initial NotesSecurities. Therefore, the Company agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which provided, however, that if such Illiquidity Event has not ceased to exist or is not otherwise cured within two years after the consummation of the MidAmerican Merger, such increase in interest rate will become permanent. In each case, such additional interest shall be payable by the Company to the holders of all Initial Notes Securities at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes Securities had been increased by one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees that it shall be liable to the holders of all Initial Notes Securities for the payment of any and all additional interest on the Initial Notes Securities that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes Securities on such record date. (ba) The Company shall promptly notify the holders of the Initial Notes Securities and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. (b) (c) Notwithstanding the foregoing, the Company shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.with

Additional Interest for Illiquidity. (a) The Company acknowledges and agrees that the Initial Purchasers Purchaser (and any subsequent holders of the Initial NotesSecurities) have acquired the Initial Notes in reliance on the Company's covenant of the Company to use its reasonable best efforts to (i) cause to become effective on or prior to the Effective Date (A) the Exchange Offer Registration Statement or (B) an Initial Shelf Registration Statement, and (ii) maintain the respective effectiveness of such Registration Statements as described herein. The Company further acknowledges and agrees that the failure of the Company to fulfill such covenants will have an adverse effect on the holders of the Initial NotesSecurities. ThereforeThere fore, the Company agrees that from and after the date on which any Illiquidity Event occurs, additional interest (in addition to the interest otherwise payable with respect to the Registrable NotesSecurities) shall accrue with respect to the Initial Notes Securities until but not including the date on which such Illiquidity Event shall cease to exist (and provided no other Illiquidity Event with respect to any Initial Notes Securities shall then be continuing), at the rate of one half of one percent (0.50%) per annum, which additional interest shall be payable by the Company to the holders of all Initial Notes Securities at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the interest rates provided in such Initial Notes Securities had been increased by one half of one percent (0.50%) per annum. Notwithstanding that the Illiquidity Event may cease to exist, in the event that an Exchange Offer Registration Statement or an Initial Shelf Registration Statement has not become effective within two years after the Closing Date, the interest rates on the Securities otherwise payable as provided in the Indenture shall permanently remain increased by such one half of one percent (0.50%) per annum. Subject to the provisions of this Section 4, the Company agrees that it shall be liable to the holders of all Initial Notes Securities for the payment of any and all additional addi tional interest on the Initial Notes Securities that shall accrue pursuant to this Section 4. Any such additional interest accrued on any such Initial Notes Securities but unpaid on the date on which such interest ceases to accrue (the "CURE DATECure Date") shall be due and payable on the first interest payment date following the next record date following such Cure Date (or the record date occurring on such Cure Date, if such Cure Date is a record date) to the holders of record of such Initial Notes Securities on such record date. (b) The Company shall promptly notify the holders of the Initial Notes Securities and the Trustee of the occurrence of any Illiquidity Event of which it has knowledge. Notwithstanding the foregoing, the Company shall not be required to pay the additional interest described in clause (a) of this Section 4 to a holder with respect to the Registrable Notes Securities held by such holder if the applicable Illiquidity Event arises by reason of the failure of such holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the NASD or the Commission may request in connection with such Shelf Registration Statement, or (iii) is required to comply with the agreements of such holder contained in clause (a) of Section 3 to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.