Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, the date on which the Initial Registration Statement is filed, the “Filing Date”) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the The Company will file with the Commission a Registration Statement relating to any Demand Registration as promptly as practicable (at the Company’s sole cost and expensebut in any event within 90 days) a registration statement on Form S-3 (the “Initial Registration Statement” and, following the date on which the Initial Demand Notice is given and will use all reasonable efforts to cause the same to be declared effective by the SEC as soon as practicable thereafter. If any Demand Registration Statement is filed, the “Filing Date”) registering the resale of the Registrable Securities (requested to be effected as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis shelf registration pursuant to Rule 415 under the Securities Act, and the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) Act by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (Holders demanding such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023Demand Registration, the Company shall file with will keep the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement filed in respect thereof effective for a period of six (6) months from the date on Form S-1 registering which the resale SEC declares such Registration Statement effective (subject to extension pursuant to Section 5) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Within ten (10) business days after receipt of such Demand Notice, the Company will serve written notice thereof (the "Notice") to all other Holders and will, subject to the provisions of Section 2(c), include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within ten (10) business days after receipt of the Notice by the applicable Holder. Subject to the proviso at the end of Section 2(a), the Holder will be permitted to withdraw in good faith all or part of the Registrable Securities (as defined below), from a Demand Registration at any time prior to the extent issued and outstanding on effective date of such Demand Registration, in which event the date such Registration Statement is filed with Company will promptly amend or, if applicable, withdraw the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial related Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the The Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company will file has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (at the Company’s sole cost and expense“Commission”), a “shelf” Registration Statement (as hereinafter defined) a registration statement on Form S-3 (File No. 333-161815), as amended by Amendment No. 1 thereto, which became effective as of October 20, 2009 (the “Initial Effective Date”), including a base prospectus relating to the Shares (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” andas used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430A or Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date on which of this Agreement, including the Initial Base Prospectus. The Registration Statement is filed, effective under the “Filing Date”) registering Securities Act and no stop order preventing or suspending the resale effectiveness of the Registrable Securities Registration Statement or suspending or preventing the use of the Prospectus (as defined below)) has been issued by the Commission and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the extent issued knowledge of the Company, are threatened by the Commission. The Company, if required by the Rules and outstanding on Regulations of the Filing DateCommission, on a delayed or continuous basis will file the Prospectus, with the Commission pursuant to Rule 415 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering and sale of the Shares which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use (or in the form first made available to the Underwriters by the Company to meet requests of prospective purchasers pursuant to Rule 173 under the Securities Act, and ). Any preliminary prospectus or prospectus subject to completion included in the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Securities Exchange Act of 1934, as amended (such filing date then being deemed the “Filing Exchange Act”), on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed. If the Company has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement then being shall also be deemed the “Initial Registration Statement” for the purposes hereofto include such 462(b), subject to the effectiveness conditions set forth in the preceding sentence. “