Common use of Automatic Shelf Registration Clause in Contracts

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days thereafterpracticable, 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) as promptly as practicable, but in no event more than 20 calendar days after such Determination Date, give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitieswithin 30 calendar days after such Determination Date, file a Registration Statement on Form S-3 with respect to an appropriate form (or a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as reasonably practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities Shares in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter (including by filing a new Automatic Shelf Registration Statement prior to the expiration thereof) until there are no longer any Registrable SecuritiesShares. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as permitted to use such Automatic Shelf Registration Statement in connection with the issuance of a future determination date Registrable Shares (the “Determination Date”), at least 30 (A) within ten days prior to after such Determination DateDate (or if earlier, the date upon which the Company becomes aware that it is no longer a Well-Known Seasoned Issuer), the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if within 30 days after such Determination Date, the Company is eligible to shall file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Shares, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than 30 days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Shares.

Automatic Shelf Registration. Upon When the Company becoming becomes a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities held by the Holders in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 as promptly as practicable, but in no event later than 15 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable SecuritiesSecurities held by the Holders. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date Date, and (B) the Company shall, within 30 days after such Determination Date, (x) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitiesSeasoned Issuer, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable best efforts to have such Registration Statement declared effective prior to the Determination Date, or (y) if Form S-3 is not available to the Company, file a Registration Statement on another appropriate form covering all of the Registrable Securities and use all reasonable best efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(fclause (x) of the preceding sentence shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days twenty (20) 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than thirty (30) days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 within twenty (20) days prior to after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable best efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than thirty (30) days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five twenty (20) 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 as promptly as practicable, but in no event later than thirty (30) Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 within twenty (20) days prior to after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than 30 days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days thereafterpracticable, 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 90 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) as promptly as practicable, but in no event more than 20 days after such Determination Date, give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitieswithin 30 days after such Determination Date, file a Registration Statement on Form S-3 with respect to an appropriate form (or a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as reasonably practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon If, at any time after the filing of an Automatic Shelf Registration Statement by the Company, the Automatic Shelf Registration Statement becomes unuseable by the Holders to sell their Registrable Securities because the Company becoming was but is no longer a Well-Well Known Seasoned IssuerIssuer (the “Determination Date”), the Company shall, within 10 Business Days after such Determination Date, (iA) the Company shall give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Automatic Shelf Registration Statement to an appropriate form) covering all of the Registrable Securities, and use its reasonable best efforts to have such Registration Statement declared effective as promptly as reasonably practicable but in after the date the Automatic Shelf Registration Statement is no event later than five Business Days thereafterlonger useable by the Holders to sell their Registrable Securities. If, following the Determination Date, the Company is required hereunder to file an additional Registration Statement or amendment thereto, and such notice shall describe, in reasonable detail, the basis on which the Company has become resumed its status as a Well-Well Known Seasoned Issuer, and (ii) the Company shall, as promptly as reasonably practicable, register, under shall use an Automatic Shelf Registration Statement, Statement to register the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, as promptly as practicable and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any the date on which all Registrable Securities have been sold pursuant to the Automatic Shelf Registration Statement or have otherwise ceased to be Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all the General Atlantic Representative (on behalf of the Holders General Atlantic Shareholders) and the Apax Representative (on behalf of the Apax Shareholders) as promptly as reasonably practicable but in no event later than five 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, Issuer and (ii) the Company shall, as promptly as reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than fifteen (15) days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), (A) at least 30 10 days prior to such Determination Date, the Company shall (A) give written notice thereof to all the General Atlantic Representative (on behalf of the Holders General Atlantic Shareholders) and the Apax Representative (on behalf of the Apax Shareholders) as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to shall file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable best efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than 30 days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable to sell Registrable Securities.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Short-Form Registration Statement on Form S-3 with respect to a secondary public offering of its equity securities, file a Short-Form Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable practicable, but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, as promptly as practicable and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any the date on which all Registrable Securities have been sold pursuant to the Automatic Shelf Registration Statement or have otherwise ceased to be Registrable Securities; provided that if no Holder (taken together with its Affiliates) holds more than 10% of the then outstanding New Common Stock, the Company shall only be obligated to maintain the effectiveness of the Automatic Shelf Registration Statement until the five-year anniversary of the effective date of the Shelf. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At If at any time after the filing of an Automatic Shelf Registration Statement by the Company, if it Company the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to the Company shall, within 10 Business Days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all its commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days ten 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 20 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable SecuritiesSecurities or until the earlier expiration of the Required Period. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 within 10 days prior to after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior as promptly as practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities. For the Determination Date. Any registration avoidance of doubt, (i) the Company shall only be obligated pursuant to this Agreement to maintain the effectiveness of one Shelf Registration at any given time so long as such Shelf Registration satisfies all the requirements for Demand Registrations under this Agreement and (ii) an Automatic Shelf Registration Statement filed pursuant to this Section 5(f2(g) or the use thereof for any sale other than pursuant to an underwritten offering shall be deemed not count as the use of a Shelf Registration for purposes of this AgreementDemand Registration.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Designated Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within as promptly as practicable, but in no event later than 10 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Designated Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Designated Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon the Company Parent becoming a Well-Known Seasoned IssuerWKSI, the Parent shall (i) the Company shall give written notice to all of the Member Holders and Other Holders as promptly as reasonably practicable but in no event later than five Business Days twenty (20) days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company Parent has become a Well-Known Seasoned IssuerWKSI, and (ii) the Company shall, as promptly as reasonably practicable, use commercially reasonable efforts to register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company Parent shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, as promptly as practicable and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing Securities registered on such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafterStatement. At any time after the filing of an Automatic Shelf Registration Statement by the CompanyParent, if it the Parent is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date WKSI (the “Determination Date”), at least 30 within twenty (20) days prior to after such Determination Date, the Company Parent shall (A) give written notice thereof to all of the Member Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and Other Holders and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities in accordance with the terms of this Agreement, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Member Holders and Other Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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, Issuer and (ii) the Company shall, as promptly as reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than fifteen (15) days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), (A) at least 30 10 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to shall file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable best efforts to have such Registration Statement declared effective prior as promptly as practicable (but in no event more than 30 days) after the date the Automatic Shelf Registration Statement is no longer useable to the Determination Datesell Registrable Securities. Any offering of securities registered under a registration statement filed pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreementsubject to the procedures set forth in Section 5(d).

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, the Company shall (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five twenty (20) Business Days thereafter, and such give written notice thereof to all of the Holders, which 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 reasonably practicablepracticable in its commercially reasonable efforts but in no event later than thirty (30) Business Days thereafter, register, under file an Automatic Shelf Registration Statement, Statement covering the sale resale of all 100% of the Registrable Securities then registered pursuant to Section ‎2(a), in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 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 (i) the date as of which there are no longer any Registrable SecuritiesSecurities or (ii) the date as of which the rights of all Holders, or this Agreement, shall have been terminated pursuant to Section ‎13(s) hereof. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At If, at any time after the filing of Company files an Automatic Shelf Registration Statement by Statement, the Company, if it Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 then the Company shall, within twenty (20) days prior to after such Determination Date, the Company shall Date (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments to an appropriate form) covering the resale of 100% of the Registrable Securities then registered pursuant to Section ‎2(a) or supplements thereto) as Shelf Requesting Holders Section ‎2(h), and use all commercially reasonable efforts to have cause such Registration Statement to be declared effective prior to as promptly as practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a last date the Holders may permissibly use the Automatic Shelf Registration for purposes of this AgreementStatement to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Well- Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days thereafterpracticable, 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 90 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter (subject to securities laws) until the earlier of (i) the date the Company no longer qualifies as a Well-Known Seasoned Issuer or (ii) the date on which there are no longer any Registrable SecuritiesSecurities held by any Demand Holder that exceeds 1% of the then- outstanding shares of Reorganized Nuverra Common Stock. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) as promptly as practicable, but in no event more than 20 days after such Determination Date, give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitieswithin 30 days after such Determination Date, file a Registration Statement on Form S-3 with respect to an appropriate form (or a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as reasonably practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 ten Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 ten Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities Shares in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter (including by filing a new Automatic Shelf Registration Statement prior to the expiration thereof) until there are no longer any Registrable SecuritiesShares. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as permitted to use such Automatic Shelf Registration Statement in connection with the issuance of a future determination date Registrable Shares (the “Determination Date”), at least 30 (A) within ten days prior to after such Determination DateDate (or if earlier, the date upon which the Company becomes aware that it is no longer a Well-Known Seasoned Issuer), the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if within 30 days after such Determination Date, the Company is eligible to shall file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Shares, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than 30 days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Shares.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, the Company shall (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five twenty (20) Business Days thereafter, and such give written notice thereof to all of the Holders, which 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 reasonably practicablepracticable in its commercially reasonable efforts but in no event later than thirty (30) Business Days thereafter, register, under file an Automatic Shelf Registration Statement, Statement covering the sale resale of all 100% of the Registrable Securities then registered pursuant to Section 2(a), in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 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 (i) the date as of which there are no longer any Registrable SecuritiesSecurities or (ii) the date as of which the rights of all Holders, or this Agreement, shall have been terminated pursuant to Section 13(s) hereof. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At If, at any time after the filing of Company files an Automatic Shelf Registration Statement by Statement, the Company, if it Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 then the Company shall, within twenty (20) days prior to after such Determination Date, the Company shall Date (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments to an appropriate form) covering the resale of 100% of the Registrable Securities then registered pursuant to Section 2(a) or supplements thereto) as Shelf Requesting Holders Section 2(h), and use all commercially reasonable efforts to have cause such Registration Statement to be declared effective prior to as promptly as practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a last date the Holders may permissibly use the Automatic Shelf Registration for purposes of this AgreementStatement to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days ten 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 (A) within ten days prior to after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if within 30 days after such Determination Date, the Company is eligible to shall file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than 30 days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days thereafterpracticable, 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 90 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter (subject to securities laws) until the earlier of (i) the date the Company no longer qualifies as a Well-Known Seasoned Issuer or (ii) the date on which there are no longer any Registrable SecuritiesSecurities held by any Demand Holder that exceeds 1% of the then-outstanding shares of Reorganized Nuverra Common Stock. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) as promptly as practicable, but in no event more than 20 days after such Determination Date, give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitieswithin 30 days after such Determination Date, file a Registration Statement on Form S-3 with respect to an appropriate form (or a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as reasonably practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five Business Days thereafterpracticable, 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 30 calendar days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there the end of the Effectiveness Period and shall file additional Automatic Shelf Registration Statements as necessary until the earlier of (i) the date on which all Registrable Securities included in such registration have been sold; and (ii) the date on which all such securities are no longer any Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) as promptly as practicable, but in no event more than 20 calendar days after such Determination Date, give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitieswithin 30 calendar days after such Determination Date, file a Registration Statement on Form S-3 with respect to an appropriate form (or a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable best efforts to have such Registration Statement declared effective prior to as promptly as reasonably practicable after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale resale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days as promptly as practicable, but in no event later than 30 calendar days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securitiesthe end of the Required Period (including filing replacement Automatic Shelf Registration Statements as necessary under applicable Commission rules and regulations). The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At If at any time after the filing of an Automatic Shelf Registration Statement by the Company, if it Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) as promptly as practicable give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to within 30 calendar days after such Determination Date, file a Resale Shelf Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior as promptly as reasonably practicable. In such event, the requirements to keep such Resale Shelf Registration Statement (or a replacement) effective for the Determination Date. Any registration pursuant to this Required Period and the other requirements specified under Section 5(f2(a) shall be deemed a Shelf Registration for purposes of this Agreementapply.

Automatic Shelf Registration. Upon If, at any time after the filing of an Automatic Shelf Registration Statement by the Company, the Automatic Shelf Registration Statement becomes unuseable by the Holders to sell their Registrable Securities because the Company becoming is no longer a Well-Well Known Seasoned IssuerIssuer (the “Determination Date”), the Company shall, within 10 Business Days after such Determination Date, (iA) the Company shall give written notice thereof to all of the Holders and (B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Automatic Shelf Registration Statement to an appropriate form) covering all of the Registrable Securities, and use its reasonable best efforts to have such Registration Statement declared effective as promptly as reasonably practicable but in after the date the Automatic Shelf Registration Statement is no event later than five Business Days thereafterlonger useable by the Holders to sell their Registrable Securities. If, following the Determination Date, the Company is required hereunder to file an additional Registration Statement or amendment thereto, and such notice shall describe, in reasonable detail, the basis on which the Company has become resumed its status as a Well-Well Known Seasoned Issuer, and (ii) the Company shall, as promptly as reasonably practicable, register, under shall use an Automatic Shelf Registration Statement, Statement to register the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, as promptly as practicable and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any the date on which all Registrable Securities have been sold pursuant to the Automatic Shelf Registration Statement or have otherwise ceased to be Registrable Securities. The Company shall give written notice of filing such Automatic Shelf Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon When the Company becoming becomes a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Designated Holders as promptly as reasonably practicable but in no event later than five 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities held by the Designated Holders in accordance with the terms of this Agreement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 as promptly as practicable, but in no event later than 15 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable SecuritiesSecurities held by the Designated Holders. The Company shall give written notice of filing such Registration Statement to all of the Designated Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Designated Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to a secondary public offering of its equity securitiesSeasoned Issuer, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Shelf Requesting Holders and use all commercially reasonable efforts to have such Registration Statement declared effective prior to the Determination Date. Any registration pursuant to this Section 5(f5(e) shall be deemed a Shelf Registration for purposes of this Agreement.

Automatic Shelf Registration. Upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable but in no event later than five twenty (20) 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 reasonably practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement; provided, that the obligation in this Section 2(g) shall not apply with respect to Registrable Securities included in an effective Registration Statement. The Company shall use its commercially reasonable best efforts to file such Automatic Shelf Registration Statement within 10 as promptly as practicable, but in no event later than thirty (30) Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as reasonably practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it the Company is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), at least 30 within twenty (20) days prior to after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders as promptly as reasonably practicable but in no event later than 10 Business Days prior to such Determination Date and (B) if the Company is eligible to file a Registration Statement on Form S-3 with respect to an appropriate form (or a secondary public offering of its equity securities, file a Registration Statement on Form S-3 with respect to a Shelf Registration in accordance with Section 5(a), treating all selling stockholders identified as such in post-effective amendment converting the Automatic Shelf Registration Statement (and amendments or supplements theretoto an appropriate form) as Shelf Requesting Holders covering all of the Registrable Securities, and use all commercially reasonable efforts to have such Registration Statement declared effective prior to as promptly as practicable (but in no event more than thirty (30) days) after the Determination Date. Any registration pursuant to this Section 5(f) shall be deemed a date the Automatic Shelf Registration for purposes of this AgreementStatement is no longer useable by the Holders to sell their Registrable Securities.