Common use of Closing Shelf Registration Statement Clause in Contracts

Closing Shelf Registration Statement. (a) In the event that any of the Shares issued in the Mergers are determined to have been issued pursuant to a private placement exemption from registration pursuant to Section 4(2) of, and/or Rule 506, under the Securities Act, then as promptly as practicable after such event and in compliance with applicable securities laws, the Company will, with respect to such Shares issued pursuant to the Mergers, prepare and file a registration statement on Form S-3 (the "Closing Shelf Registration Statement") with the SEC pursuant to Rule 415 of the Securities Act. The Company shall use its commercially reasonable efforts to cause the Closing Shelf Registration Statement to become effective no later than the last day of the Initial Share Holding Period. Upon effectiveness, the Company shall use its best efforts to keep the registration statement continuously in effect for two calendar years thereafter subject to extension for any suspension of sales as described below. (b) The Company shall be entitled, from time to time, by providing written notice to the Registration Rights Holders who elected to participate in the Closing Shelf Registration Statement, to require such Registration Rights Holders to suspend the use of such prospectus for sales of Registrable Securities under the Closing Shelf Registration Statement for a reasonable period of time (a "Suspension Period") if the Company shall determine that is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders; provided, that all Suspension Periods that occur (i) during any ninety (90) day period shall not exceed an aggregate of thirty (30) days and (ii) during any one-year period shall not exceed an aggregate of seventy (70) days. Immediately upon receipt of such notice, the Registration Rights Holders covered by the Closing Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made. Any Suspension Period shall terminate at such time as the public disclosure of such information is made, subject to the maximums set forth in the first sentence hereof. After the expiration of any Suspension Period and without any further request from a Registration Rights Holder, the Company shall as promptly as reasonably practical prepare a post-effective amendment or supplement to the Closing Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Closing Shelf Registration Statement. (a) In the event that any of the Shares issued in the Mergers are determined to have been issued pursuant to a private placement exemption from registration pursuant to Section 4(2) of, and/or Rule 506, under the Securities Act, then as promptly as practicable after such event and in compliance with applicable securities laws, the Company will, with respect to such Shares issued pursuant to the Mergers, prepare and file a registration statement on Form S-3 (the "“Closing Shelf Registration Statement"”) with the SEC pursuant to Rule 415 of the Securities Act. The Company shall use its commercially reasonable efforts to cause the Closing Shelf Registration Statement to become effective no later than the last day of the Initial Share Holding Period. Upon effectiveness, the Company shall use its best efforts to keep the registration statement continuously in effect for two calendar years thereafter subject to extension for any suspension of sales as described below. (b) The Company shall be entitled, from time to time, by providing written notice to the Registration Rights Holders who elected to participate in the Closing Shelf Registration Statement, to require such Registration Rights Holders to suspend the use of such prospectus for sales of Registrable Securities under the Closing Shelf Registration Statement for a reasonable period of time (a "“Suspension Period"”) if the Company shall determine that is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders; provided, that all Suspension Periods that occur (i) during any ninety (90) day period shall not exceed an aggregate of thirty (30) days and (ii) during any one-year period shall not exceed an aggregate of seventy (70) days. Immediately upon receipt of such notice, the Registration Rights Holders covered by the Closing Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made. Any Suspension Period shall terminate at such time as the public disclosure of such information is made, subject to the maximums set forth in the first sentence hereof. After the expiration of any Suspension Period and without any further request from a Registration Rights Holder, the Company shall as promptly as reasonably practical prepare a post-effective amendment or supplement to the Closing Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.