Continuity of Effectiveness. The Company shall use its best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 Business Days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the New Shares shall be included in the Exchange Offer Registration Statement. The Company shall use its best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 days thereafter.
Continuity of Effectiveness. The Company shall use best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus included therein to be usable by the holders of the Shares for a period of three years from the date the Shelf Registration Statement is declared effective or such shorter period that will terminate when all the Shares covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are salable pursuant to Rule 144 under the Securities Act; provided, that the Company shall be deemed not to have used best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes or omits to take any action that it knows would result in holders of Shares covered thereby not being able to offer and sell such securities during that period, unless, in the case of periods not in excess of 90 days and which occur no more than once in any 12-month period, such action or omission is required by applicable law, including, but not limited to, reasonable periods necessary to prepare appropriate disclosure. The foregoing proviso shall not apply to actions taken (or contemplated to be taken) by the Company in good faith and for business reasons (a "Suspension Event"), including, without limitation, the acquisition or divestiture of assets or the offering or sale of securities, so long as the Company promptly thereafter complies with the requirements of Section 12.2(g), if applicable. Any such period, not in excess of 90 days and occurring no more than once in any 12-month period, during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Shares is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Shares and shall end on the date, when each seller of Shares covered by such Shelf Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 12.2(g) or is advised in writing by the Company that use of the Prospectus may be resumed, provided, that such period shall not be in excess of 90 days and shall occur no more than once in a 12-month period.
