Common use of Effective Initial Registration Clause in Contracts

Effective Initial Registration. Subject to Section 6.3, the Issuer shall use commercially reasonable efforts (it being understood that expenses incurred in connection with the preparation and filing of the Initial Registration Statement and the listing of the Initial Registrable Securities shall not be a factor in the measurement of such commercially reasonable efforts) to: (i) as promptly as reasonably practicable following the Closing, prepare and file a Registration Statement on Form S-1 or other appropriate form under the Securities Act (the “Initial Registration Statement”) covering the Initial Sale of the Initial Registrable Securities on a delayed basis pursuant to Rule 415 under the Securities Act (the “Initial Registration”); it being understood that such Initial Sale shall be effected solely by means of a single firm-commitment underwritten public offering; (ii) subject to extensions consented to by Adelphia (such consent not to be unreasonably withheld), cause the Initial Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after such filing but not later than the later of (A) five months following the Closing and (B) January 31, 2007 (such later date, the “Initial Registration Deadline”); it being understood that the Issuer and the Stockholder shall cooperate in good faith to ensure that, subject to the Initial Registration Deadline, the Initial Registration Statement shall be declared effective at a time that is mutually beneficial to the Issuer and the Stockholder; and (iii) keep the Initial Registration Statement continuously effective until the date which is the earlier of (A) the time at which the Initial Registrable Securities required to be sold pursuant to this Agreement have been sold and (B) the Initial Sale Deadline (subject to extension pursuant to Section 2.1(b)(ii)).