Common use of Automatic Shelf Registration Statements Clause in Contracts

Automatic Shelf Registration Statements. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement or, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; and keep such Registration Statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 is required to be kept effective in accordance with Section 2(g) hereof.

Automatic Shelf Registration Statements. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) 405 under the Securities Act (a “WKSI”) at a the time when it any Demand Registration Request is obligated submitted to the Company, and such Demand Registration Request requests that the Company file a Shelf Registration Statement pursuant to this Agreementan automatic shelf registration statement as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”) on Form S-3, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all those Registrable Securities that are requested to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisregistered. The Company shall use its commercially reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)405 under the Securities Act) during the period during which any Automatic Shelf Registration Statement such automatic shelf registration statement is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company shall pay such fee at such time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status status, the Company determines that it is not a WKSI, the Company shall use its commercially reasonable best efforts to post-effectively amend refile the Automatic Shelf Registration Statement to a Shelf Registration Statement that shelf registration statement on Form S-3 and, if such form is not automatically effective or file a new Shelf Registration Statement oravailable, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; S-1 and keep such Registration Statement registration statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 registration statement is required to be kept effective. If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, the Company shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act, referring to the unnamed selling security holders in a generic manner, in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective in accordance with Section 2(g) hereofamendment.

Automatic Shelf Registration Statements. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) 405 under the Securities Act (a “WKSI”) at a the time when it any Demand Registration Request is obligated submitted to the Company, and such Demand Registration Request requests that the Company file a Shelf Registration Statement pursuant to this Agreementan automatic shelf registration statement as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”) on Form S-3, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all those Registrable Securities that are requested to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisregistered. The Company shall use its commercially reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)405 under the Securities Act) during the period during which any Automatic Shelf Registration Statement such automatic shelf registration statement is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company shall pay such fee at such time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status status, the Company determines that it is not a WKSI, the Company shall use its commercially reasonable best efforts to post-effectively amend refile the Automatic Shelf Registration Statement to a Shelf Registration Statement that shelf registration statement on Form S-3 and, if such form is not automatically effective or file a new Shelf Registration Statement oravailable, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; , and keep such Registration Statement registration statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 registration statement is required to be kept effective. If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, the Company shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act, referring to the unnamed selling security holders in a generic manner, in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective in accordance with Section 2(g) hereofamendment.

Automatic Shelf Registration Statements. To the extent As long as the Company is remains a wellWell-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated Known Seasoned Issuer eligible to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to use an Automatic Shelf Registration Statement at in accordance with SEC Guidance, upon the time of filing request of the Holders of at least 25% of the Shelf Registrable Securities registered on such Shelf Registration Statement, the Company shall, as promptly as practicable, register such Shelf Registrable Securities under an Automatic Shelf Registration Statement, but in no event later than 15 Business Days thereafter, and to use commercially reasonable efforts to cause such Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined effective thereafter until the date set forth in Rule 405Section 2.7(a)(ii)) during the period during which any Automatic Shelf Registration Statement is effective. If at At any time following after the filing of an Automatic Shelf Registration Statement when by the Company Company, if it is required to re-evaluate its WKSI status the Company determines reasonably likely that it is not shall no longer be a WKSIWell-Known Seasoned Issuer as of a future determination date (the “Determination Date”), as promptly as practicable and at least 30 days prior to such Determination Date, the Company shall use its reasonable best efforts (i) give written notice thereof to post-effectively amend all of the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement or, Holders and (ii) if the Company is not eligible at such time to S-3 Shelf Eligible, file a Shelf Registration Statement, a Registration Statement on Form S-1; S-3 with respect to a Shelf Registration in accordance with Section 2.2(a) and use its commercially reasonable efforts to have such Registration Statement declared effective by prior to the SEC; and keep such Registration Statement effective during Determination Date. If the period during which such Company has filed an existing Automatic Shelf Registration Statement or that is effective, and it is likely that such existing Automatic Shelf Registration Statement on Form S-1 is required shall no longer be effective pursuant to be kept SEC Guidance as of a Determination Date, although the Company shall remain a Well- Known Seasoned Issuer as of such Determination Date, the Company shall use commercially reasonable efforts to file a new Automatic Shelf Registration Statement to replace such existing Automatic Shelf Registration Statement prior to such Determination Date and cause such Automatic Shelf Registration Statement to remain effective thereafter until the date set forth in accordance with Section 2(g) hereof2.7(a)(ii).

Automatic Shelf Registration Statements. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) 405 under the Securities Act (a “WKSI”) at a the time when it any Demand Registration Request is obligated submitted to the Company, and such Demand Registration Request requests that the Company file a Shelf Registration Statement pursuant to this Agreementan automatic shelf registration statement as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”) on Form F-3, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all those Registrable Securities that are requested to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisregistered. The Company shall use its commercially reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)405 under the Securities Act) during the period during which any Automatic Shelf Registration Statement such automatic shelf registration statement is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company shall pay such fee at such time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status status, the Company determines that it is not a WKSI, the Company shall use its commercially reasonable best efforts to post-effectively amend refile the Automatic Shelf Registration Statement to a Shelf Registration Statement that shelf registration statement on Form F-3 and, if such form is not automatically effective or file a new Shelf Registration Statement oravailable, if the Company is not eligible at such time to file a Shelf Registration StatementForm F-1, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; and keep such Registration Statement registration statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 registration statement is required to be kept effective in accordance with Section 2(g) hereofhereunder.

Automatic Shelf Registration Statements. To the extent the Company is or becomes a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) WKSI at a time when it is obligated to file a the Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) Statement in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable SecuritiesShares (which shall serve as the Shelf Registration Statement contemplated by this Agreement). The Company shall pay the registration fee for all Registrable Securities Shares to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (i) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement shelf registration statement that is not automatically effective or file a new shelf registration statement, in each case to serve as the Shelf Registration Statement or, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1contemplated by this Agreement; (ii) have such Registration Statement declared effective by the SEC; and (iii) keep such Registration Statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 is required to be kept effective in accordance with Section 2(g2.01(f) hereof.

Automatic Shelf Registration Statements. To the extent Subject to Sections 2.01(a), 2.02(a) and 2.02(b), upon the Company is becoming aware that it has become a wellWell-known seasoned issuer Known Seasoned Issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, being understood that the Company shall file independently verify whether it has become a Well-Known Seasoned Issuer at the end of each calendar month ending after the third anniversary of this Agreement), (i) the Company shall give written notice to all of the Holders as promptly as practicable but in no event later than ten (10) Business Days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (ii) the Company shall as promptly as practicable and subject to any Shelf Suspension, Register, under an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) , the sale of all of the Registrable Securities in accordance with the requirements terms of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisthis Agreement. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any file such Automatic Shelf Registration Statement as promptly as practicable but in no event later than twenty (20) Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until the earlier of the date (x) on which all of the securities covered by such Shelf Registration Statement are no longer Registrable Securities and (y) on which the Company cannot extend the effectiveness of such Shelf Registration Statement because it is effectiveno longer eligible for use of Form S-3. If at The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as practicable thereafter. At any time following after the filing of an Automatic Shelf Registration Statement when by the Company Company, if it is required to re-evaluate its WKSI status the Company determines reasonably likely that it is not will no longer be a WKSIWell-Known Seasoned Issuer as of a future determination date (the “Determination Date”), as promptly as practicable and at least thirty (30) days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) use its reasonable best efforts to post-effectively amend file a Registration Statement with respect to a Shelf Registration in accordance with this Section 2.02, treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Requesting Holders and use its reasonable best efforts to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement or, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; and keep such effective. Any Registration Statement effective during the period during which such pursuant to this Section 2.02(g) shall be deemed a Shelf Registration Statement or for purposes of this Agreement; provided, however that any Registration Statement on Form S-1 is required pursuant to this Section 2.02(g) shall not be kept effective counted as an additional Demand Registration for purposes of subclause (i) in accordance with Section 2(g) hereof2.01(a).

Automatic Shelf Registration Statements. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file a Shelf Registration Statement pursuant to this Agreement, the Company shall file such Shelf Registration Statement as an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement or, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; and keep such Registration Statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 is required to be kept effective in accordance with Section 2(g) hereof.

Automatic Shelf Registration Statements. To Subject to Section 2(g) hereof, to the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at a time when it is obligated to file or maintain the effectiveness of a Shelf Registration Statement pursuant to this Agreement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, that covers the Registrable Securities. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (i) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement or, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; (ii) have such Registration Statement declared effective by the SEC; and (iii) keep such Registration Statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 is required to be kept effective in accordance with Section 2(g2(e) hereof.

Automatic Shelf Registration Statements. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) 405 under the Securities Act (a “WKSI”) at a the time when it any Demand Registration Request is obligated submitted to the Company, and such Demand Registration Request requests that the Company file a Shelf Registration Statement pursuant to this Agreementan automatic shelf registration statement as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”) on Form S-3, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (or a prospectus supplement to an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, existing automatic shelf registration statement that covers the Registrable Securities. The Company shall pay the registration fee for all those Registrable Securities that are requested to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basisregistered. The Company shall use its commercially reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)405 under the Securities Act) during the period during which any Automatic Shelf Registration Statement such automatic shelf registration statement is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company shall pay such fee no later than at such time or times as the final prospectus supplement relating to Registrable Securities to be sold is filed. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities to the extent necessary in order to comply with Section 2.2(b) hereof. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status status, the Company determines that it is not a WKSI, the Company shall use its commercially reasonable best efforts to post-effectively amend refile the Automatic Shelf Registration Statement to a Shelf Registration Statement that shelf registration statement on Form S-3 and, if such form is not automatically effective or file a new Shelf Registration Statement oravailable, if the Company is not eligible at such time to file a Shelf Registration Statement, a Registration Statement on Form S-1; have such Registration Statement declared effective by the SEC; S-1 and keep such Registration Statement registration statement effective during the period during which such Shelf Registration Statement or Registration Statement on Form S-1 registration statement is required under this Agreement to be kept effective. If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, the Company shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act, referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders, in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective in accordance with Section 2(g) hereofamendment, to the extent permissible for such registration statement.