Common use of Deadline To Go Effective Clause in Contracts

Deadline To Go Effective. As soon as practicable following the Closing, but in any event by March 31, 2007, Regency shall prepare and file a Shelf Registration Statement under the Act with respect to all of the Registrable Securities. Regency shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 days after March 31, 2007. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by Regency; provided, however, that, if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency shall use its commercially reasonable efforts to include such information in the prospectus. Regency will use its commercially reasonable efforts to cause the Shelf 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 have been sold by the Purchaser or (ii) the second anniversary of the date on which the Shelf Registration Statement is declared effective by the Commission (the “Effectiveness Period”). The Shelf 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.

Deadline To Go Effective. As soon as practicable following the Closingexpiration of the Lock Up Period, but in any event by March 31within 90 days of the expiration of the Lock Up Period, 2007, Regency the Company shall prepare and file a Shelf Registration Statement under the Act with respect to all of the Registrable Securities. Regency The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 120 days after March 31, 2007the date of the expiration of the Lock Up Period. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an such appropriate registration form under of the Securities Act Commission as shall be selected by Regencythe Company; provided, however, that, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency the Company shall use its commercially reasonable efforts to include such information in the prospectus. Regency The Company will use its commercially reasonable efforts to cause the Shelf 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 there are no longer any Registrable Securities have been sold by the Purchaser or (ii) the second anniversary of the date on which the Shelf Registration Statement is declared effective by the Commission (the “Effectiveness Period”)outstanding, but in any event no longer than 36 months after effectiveness thereof. The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall will comply as to form 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.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event by March 31within 135 days of the Closing, 2007, Regency Copano shall prepare and file a Shelf Registration Statement under the Act with respect to all of the Registrable Securities. Regency Copano shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 195 days after March 31, 2007the date of the Closing. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an such appropriate registration form under of the Securities Act Commission as shall be selected by RegencyCopano; provided, however, that, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency Copano in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency Copano shall use its commercially reasonable efforts to include such information in the prospectus. Regency Copano will use its commercially reasonable efforts to cause the Shelf 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 when all such Registrable Securities have been are sold by the Purchaser or (ii) the second anniversary of two years from the date on which the Shelf Registration Statement is declared effective by the Commission (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall will comply as to form 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.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event by March 31within 180 days of the Closing, 2007, Regency the Partnership shall prepare and file a Shelf Registration Statement under the Securities Act with respect to all of the Registrable Securities. Regency The Partnership shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 270 days after March 31, 2007. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by Regency; provided, however, that, if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success date of the Underwritten Offering of such Registrable Securities, Regency shall use its commercially reasonable efforts to include such information in the prospectusClosing. Regency The Partnership will use its commercially reasonable efforts to cause the Shelf 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 on which all such Registrable Securities have been sold by the Purchaser or (ii) the second anniversary of the date on which the Shelf Registration Statement is declared effective by the Commission ceased to be Registrable Securities (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including the any 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. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made “by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As If within 15 days of the occurrence of one of the Milestones ALLIED notifies the Company that the respective consideration is to be paid in the form of Consideration Shares, and ALLIED provides the Company with a completed copy of the Selling Stockholder Notice and Questionnaire in substantially the form attached hereto as Annex A, as soon as practicable following the Closingreceipt of such notification, but in any event by March 31within 15 days thereafter (the "File Date"), 2007, Regency CEI shall prepare and file a Shelf Registration Statement registration statement under the Securities Act to permit the resale of the respective 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 respective Registrable SecuritiesSecurities (the "Registration Statement"). Regency CEI shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 60 days after March 31, 2007following the File Date. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under Form S-3 (except if CEI is not then eligible to register for resale the Registrable Securities Act selected by Regency; provided, however, that, if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency in writing thaton Form S-3, in the sole judgment of which case such Managing Underwriter, inclusion of detailed information to registration shall be used on another appropriate form in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency shall use its commercially reasonable efforts to include such information in the prospectusaccordance herewith). Regency CEI will use its commercially reasonable efforts to cause the Shelf 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 have been are sold by the Purchaser or ALLIEDor (ii) the second anniversary of date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(b)(1) (or any similar provision then in force) under the date on which the Shelf Registration Statement is declared effective by the Commission Securities Act (the “"Effectiveness Period”"). The Shelf 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 Consideration Shares to the extent that such Consideration Shares must be issued pursuant to the Purchase Agreement.

Deadline To Go Effective. As soon as practicable following the ClosingConversion, but in any event by March 31, 2007, Regency Copano shall prepare and file a Shelf Registration Statement within 60 days of the Conversion under the Securities Act with respect to all of the Registrable SecuritiesSecurities (which should be effective automatically if Copano continues to meet the Commission’s definition of a “Well Known Seasoned Issuer”). Regency If Copano does not meet the Commission’s definition of Well-Known Seasoned Issuer, Copano shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 120 days after March 31, 2007the date of the Conversion. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by RegencyCopano; provided, however, that, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency Copano in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency Copano shall use its commercially reasonable efforts to include such information in the prospectus. Regency Copano will use its commercially reasonable efforts to cause the Shelf 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 have been sold by the Purchaser Holders or (ii) the second anniversary of the date on which all Registrable Securities covered by the Shelf Registration Statement is declared effective by the Commission have ceased to be Registrable Securities hereunder in accordance with Section 1.02 above (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall 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.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event by March 31, 2007, Regency Copano shall prepare and file a Shelf Registration Statement within 60 days of the Closing Date under the Securities Act with respect to all of the Registrable SecuritiesSecurities (which should be effective automatically if Copano continues to meet the Commission’s definition of a “Well Known Seasoned Issuer”). Regency If Copano does not meet the Commission’s definition of Well-Known Seasoned Issuer, Copano shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 120 days after March 31, 2007the date of the Closing Date. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by RegencyCopano; provided, however, that, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency Copano in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency Copano shall use its commercially reasonable efforts to include such information in the prospectus. Regency Copano will use its commercially reasonable efforts to cause the Shelf 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 have been sold by the Purchaser or (ii) the second anniversary of the date on which all Registrable Securities covered by the Shelf Registration Statement is declared effective by the Commission have ceased to be Registrable Securities hereunder in accordance with Section 1.02 above (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) shall 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.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event by March 31within 180 days of the Closing, 2007, Regency the Partnership shall prepare and file a Shelf Registration Statement under the Securities Act with respect to all of the Registrable Securities. Regency The Partnership shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 270 days after March 31, 2007. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by Regency; provided, however, that, if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success date of the Underwritten Offering of such Registrable Securities, Regency shall use its commercially reasonable efforts to include such information in the prospectusClosing. Regency The Partnership will use its commercially reasonable efforts to cause the Shelf 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 on which all such Registrable Securities have been sold by the Purchaser or (ii) the second anniversary of the date on which the Shelf Registration Statement is declared effective by the Commission ceased to be Registrable Securities (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including the any 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. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following No earlier than the Closingdate that a registration statement (the “Class B/C Registration Statement Effective Date”) becomes effective that covers the units (including the units issued upon conversion of the Class B Units) sold in the October 24, 2006 private placement (the holder of such units being the “Class B Holders”) and the units (including the units issued upon conversion of the Class C Units) sold in the February 1, 2007 private placement (the holder of such units being the “Class C Holders”) but in any event by March 31no later than 10 days after the Class B/C Registration Statement Effective Date, 2007, Regency Linn Energy shall prepare and file a Shelf Registration Statement 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 SecuritiesSecurities (the “Registration Statement”). Regency Linn Energy shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 165 days after March 31, 2007following the Closing Date. A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an such appropriate registration form under of the Securities Act Commission as shall be selected by Regency; provided, however, that, if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Regency in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Regency shall use its commercially reasonable efforts to include such information in the prospectusLinn Energy. Regency Linn Energy will use its commercially reasonable efforts to cause the Shelf 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 have been are sold by the Purchaser Purchasers or (ii) the second anniversary of date when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the date on which the Shelf Registration Statement is declared effective by the Commission Securities Act (the “Effectiveness Period”). The Shelf 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.