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 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 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 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 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 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 may use one registration statement for the Registrable Securities and the Registrable Securities named in the Calumet Registration Rights Agreement. 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 (or, solely in respect of a Rule 415 Unavailability Event, within 30 days following the Determination Date), CEI the Company shall prepare and file a registration statement (or, solely in respect of a Rule 415 Unavailability Event, prepare and file such registration statement or amend the previously filed registration statement) under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 (or any similar provision then in force) under the Securities Act with respect to all of the Registrable Securities (or, solely in respect of a Rule 415 Unavailability Event, the maximum number of Registrable Securities that the Company reasonably determines, based on the opinion of recognized securities law counsel or written direction by the Commission, may be so registered) (each, a “Registration Statement”). CEI In the event that a Registration Statement is filed in respect of less than all of the Registrable Securities, each Purchaser shall be entitled to include a pro rata number of Registrable Securities in such Registration Statement, based on the Common Unit Price. In the event of a Rule 415 Unavailability Event, the Company shall file a Registration Statement or amended Registration Statement promptly following October 1, 2007 (but in no event more than 30 days thereafter) that registers for resale all of the Purchased Common Units. The Company shall use its commercially reasonable efforts to cause the any such Registration Statement to become effective no later than 135 120 days following the Second Closing Date (or, solely in respect of a Rule 415 Unavailability Event, no later than 75 days following the Determination Date). A Any 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 the Company. CEI The Company will use its commercially reasonable efforts to cause the any 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 the Purchasers and (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 Any such 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 AgreementNotwithstanding the foregoing, CEI the Company shall be required to not file and maintain any Registration Statement with the effectiveness of as many registration statements as are necessary to register all Commission earlier than the initial filing of the Registrable Securities“Registration Statement” as defined in the February 27 Registration Rights Agreement.

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 (or, solely in respect of a Rule 415 Unavailability Event, within 30 days following the Determination Date), CEI the Company shall prepare and file a registration statement (or, solely in respect of a Rule 415 Unavailability Event, prepare and file such registration statement or amend the previously filed registration statement) under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 (or any similar provision then in force) under the Securities Act with respect to all of the Registrable Securities (or, solely in respect of a Rule 415 Unavailability Event, the maximum number of Registrable Securities that the Company reasonably determines, based on the opinion of recognized securities law counsel or written direction by the Commission, may be so registered) (each, a “Registration Statement”). CEI In the event that a Registration Statement is filed in respect of less than all of the Registrable Securities, each Purchaser shall be entitled to include a pro rata number of Registrable Securities in such Registration Statement, based on the Common Unit Price. In the event of a Rule 415 Unavailability Event, the Company shall file a Registration Statement or amended Registration Statement promptly following October 1, 2007 (but in no event more than 30 days thereafter) that registers for resale all of the Purchased Common Units. The Company shall use its commercially reasonable efforts to cause the any such Registration Statement to become effective no later than 135 120 days following the Second Closing Date (or, solely in respect of a Rule 415 Unavailability Event, no later than 75 days following the Determination Date). A Any 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 the Company. CEI The Company will use its commercially reasonable efforts to cause the any 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 Any such 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 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.

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.