Common use of Deadline To Go Effective Clause in Contracts

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 days of the Second Closing Date, CEI shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 with respect to all of the Registrable Securities (the “Registration Statement”). CEI shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). CEI will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 days of the Second Closing Date, CEI shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 with respect to all of the Registrable Securities (the “Registration Statement”). CEI shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). CEI will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied PIC or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 90 days of the Second Closing Date, CEI Constellation Energy shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable Securities (the “Registration Statement”). CEI Constellation Energy shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by Constellation Energy. CEI Constellation Energy will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 days of the Second Closing Date, CEI BBEP shall prepare and file a one or more registration statement statements under the Securities Act to permit the resale of all of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all of the Registrable Securities (the “Registration Statement”). CEI For the avoidance of doubt, Quicksilver shall be entitled to specify the plan of distribution under the Registration Statement, which may include one or more Underwritten Offerings. BBEP shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing DateRegistration Deadline. A Registration Statement filed pursuant to this Section 2.01 2.1 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration SEC as shall be on another appropriate form in accordance herewith)selected by BBEP. CEI BBEP will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 2.1 to be continuously effective under the Securities Act until the earlier of (i) the date as of on which all such Registrable Securities are sold by Allied or (ii) the date when such have ceased to be Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act pursuant to Section 1.2 (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 Within sixty (60) days of Concho first becoming eligible to file a registration statement on Form S-3; provided in no event shall such date be later than November 1, 2008 (the Second Closing “File Date”), CEI Concho shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) under the Act with respect to all of the Registrable Securities (the “Registration Statement”). CEI shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by Concho. CEI Concho will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k144(b) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following No earlier than the Second Closingdate that a registration statement (the “June 2007 Offering Registration Statement Effective Date”) becomes effective that covers the units sold in the June 1, 2007 private placement (the holder of such units being the “June 2007 Holders”) but in any event within 60 no later than 10 days of after the Second Closing June 2007 Offering Registration Statement Effective Date, CEI Linn Energy shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) under the Act with respect to all of the Registrable Securities (the “Registration Statement”). CEI shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by Linn Energy. CEI Linn Energy will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 days of the Second Closing Date, CEI BreitBurn shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all of the Registrable Securities (the “Registration Statement”). CEI BreitBurn shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing DateRegistration Deadline. A Registration Statement filed pursuant to this Section 2.01 2.1 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by BreitBurn. CEI BreitBurn will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 2.1 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied or (ii) the date when such have ceased to be Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act pursuant to Section 1.2 (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second ClosingEffective Date, but in any event within 60 21 days of the Second Closing Effective Date, CEI The Company shall prepare and file a registration statement under the Securities Act to permit the resale of the Shares and the Warrant Shares (“Registrable Securities Securities”) from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable Securities (the “" Registration Statement”" ). CEI The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 120 days following the Second Closing Effective Date. A Registration Statement filed pursuant to this Section 2.01 4.2 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by the Company. CEI The Company will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) 144 (or any similar provision then in force) under the Securities Act (the “" Effectiveness Period”" ). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 75 days of the Second Closing Date, CEI Linn shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) under the Act with respect to all of the Registrable Securities (the “Registration Statement”). CEI Linn shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 120 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by Linn. CEI Linn will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 30 days of the Second Closing Date, CEI the Partnership shall prepare and file a shelf registration statement on Form S-3 under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) under the Act with respect to all of the Registrable Securities (the “Registration Statement”). CEI The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 90 days following the Second Closing Date. A date the Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith)filed. CEI The Partnership will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 2.1 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied or the Purchasers, (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act Act, or two years from the date the Registration Statement is declared effective by the Commission (the “Effectiveness Period”). The Registration Statement Statement, when declared effective (including the documents incorporated therein by reference) ), shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 75 days of the Second Closing Date, CEI Constellation Energy shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable Securities (the “Registration Statement”). CEI Constellation Energy shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 120 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by Constellation Energy. CEI Constellation Energy will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following On or before February 1, 2008 (the Second Closing“Registration Statement Filing Date”), but in any event within 60 days of the Second Closing Date, CEI Company shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 with respect to all of the Registrable Securities (the “Registration Statement”). CEI The Company shall use its commercially reasonable efforts to register the Registrable Securities on the Registration Statement and to cause the Registration Statement to become effective no later than 135 150 days after the Registration Statement Filing Date; provided, however, that the Company will use its best efforts to have the Registration Statement declared effective by the Commission as soon as practicable, but in no event later than five (5) business days following notification by the Second Closing Date. A Commission that the Registration Statement filed pursuant will not be subject to this Section 2.01 shall be review or that the Commission has no further comments on Form S-3 (except if CEI is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith)Registration Statement. CEI The Company will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier earliest of (i) the date as of which when all such Registrable Securities registered thereon are sold by Allied or the Holder and (ii) when all of the date when such Registrable Securities registered thereon become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar successor provision then in force) force under the Securities Act Act) (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 45 days of the Second Closing Date, CEI PAPI shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable Securities (the “Registration Statement”). CEI PAPI shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI PAPI is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). CEI PAPI will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI PAPI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable SecuritiesConsideration Shares.

Deadline To Go Effective. As soon as practicable following the Second Closing, but in any event within 60 75 days of the Second Closing Date, CEI Linn shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) under the Act with respect to all of the Registrable Securities (the “Registration Statement”). CEI Linn shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 135 90 days following the Second Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if CEI is not then eligible to register for resale such appropriate registration form of the Registrable Securities on Form S-3, in which case such registration Commission as shall be on another appropriate form in accordance herewith)selected by Linn. CEI Linn will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by Allied the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As provided in Section 2.01(d) of this Agreement, CEI shall be required to file and maintain the effectiveness of as many registration statements as are necessary to register all of the Registrable Securities.