Common use of Filing and Registration Period Clause in Contracts

Filing and Registration Period. Subject to the terms and conditions of this Agreement, and consistent with the requirements of Applicable Law, Parent shall use commercially reasonable efforts to cause to be prepared and filed with the SEC a Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such Registrable Securities within ten (10) business days after the issuance of shares of Parent Common Stock in the Merger (each a “Shelf Registration”); Parent shall use commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”) commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC and ending on the earlier of the date that the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent). Parent shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration Period.

Filing and Registration Period. Subject to the terms and conditions of this Agreement, on or before December 10, 2005, Quixote shall prepare and consistent with the requirements of Applicable Law, Parent shall use commercially reasonable efforts to cause to be prepared and filed file with the SEC a Shelf Registration Statement on Form S-3 (or, if Quixote fails to qualify for an offering to be made a Form S-3, such other form as it would then qualify for) providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the then outstanding Registrable Securities pursuant to Rule 415 covering such Registrable Securities within ten (10) business days after the issuance of shares of Parent Common Stock in the Merger (each a “Shelf Registration”); Parent 415, and shall use commercially its reasonable good faith efforts to have such Shelf Registration Statement declared effective as soon as practicable after on or before December 10, 2005. Quixote shall use its filing (and in no event later than eighty (80) days after its filing) and reasonable good faith efforts to keep the Shelf Registration Statement continuously effective during the period of time commencing on the date the Shelf Registration Statement is declared effective under the 1933 Act by the SEC (the “Effectiveness Date”) and ending on the date that is one year after the Effectiveness Date or such earlier date when there are no more Registrable Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”) commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC and ending on the earlier of the date that the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent). Parent Quixote shall have no duty or obligation to keep the Shelf Registration Statement (or any Subsequent Registration Statement, as defined below) effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any At the time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration Statement is initially declared effective, each Holder that was a holder as of ten (10) Business Days prior to the Effectiveness Date shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner reasonably expected as to obtain the withdrawal comply with Item 507 of the order suspending the effectiveness thereof, Regulation S-K and any other disclosure laws or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered regulations applicable to selling securityholders under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration PeriodSecurities Act.

Filing and Registration Period. Subject to the terms and conditions of this Agreement, on or before the tenth (10th) Business Day following the Closing, Quixote shall prepare and consistent with the requirements of Applicable Law, Parent shall use commercially reasonable efforts to cause to be prepared and filed file with the SEC a Shelf Registration Statement on Form S-3 (or, if Quixote fails to qualify for an offering to be made a Form S-3, such other form as it would then qualify for) providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the then outstanding Registrable Securities pursuant to Rule 415 covering such Registrable Securities within ten (10) business days after the issuance of shares of Parent Common Stock in the Merger (each a “Shelf Registration”); Parent 415. Quixote shall use commercially its reasonable good faith efforts to have such Shelf Registration Statement declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration Statement continuously effective during the period of time commencing on the date the Shelf Registration Statement is declared effective under the 1933 Act by the SEC (the “Effectiveness Date”) and ending on the date that is three years after the Effectiveness Date or such earlier date when there are no more Registrable Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”) commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC and ending on the earlier of the date that the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent). Parent Quixote shall have no duty or obligation to keep the Shelf Registration Statement (or any Subsequent Registration Statement, as defined below) effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any At the time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration Statement is initially declared effective, each Holder that was a holder as of ten (10) Business Days prior to the Effectiveness Date shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner reasonably expected as to obtain the withdrawal comply with Item 507 of the order suspending the effectiveness thereof, Regulation S-K and any other disclosure laws or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered regulations applicable to selling securityholders under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration PeriodSecurities Act.

Filing and Registration Period. Subject In the event that, ------------------------------ following January 30, 1999, VeriSign receives a written request from a Holder that VeriSign effect a Registration on Form S-3 and any related qualification or compliance with respect to the terms and conditions of this AgreementRegistrable Securities held by such Holder, then as soon as practicable thereafter, and consistent with the requirements of Applicable Lawapplicable law, Parent VeriSign shall use commercially reasonable efforts to cause to be prepared prepare and filed file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such (the "SHELF REGISTRATION"). In the event that VeriSign has not effected a Piggyback Registration prior to January 30, 1999, the Shelf Registration shall cover fifty percent of the Registrable Securities within ten then outstanding. In the event that a Piggyback Registration covering all or part of the Piggyback Registrable Portion has been effected prior to such date, the Shelf Registration shall cover (10i) business days after twenty five percent (25%) of the issuance Registrable Securities outstanding as of shares the Effective Date, and (ii) that number of Parent Common Stock in Registrable Securities consisting of the Merger (each a “Piggyback Registrable Portion remaining unsold by the Holders as of January 30, 1999. The amount of Registrable Securities covered by the Shelf Registration”); Parent Registration shall be hereinafter referred to as the "FORM S-3 REGISTRABLE PORTION." VeriSign shall use commercially reasonable its best efforts to have such Shelf Registration declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”"REGISTRATION PERIOD") commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC (the "DATE OF EFFECTIVENESS") and ending on the earlier first (1st) anniversary of the date that the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent)Effective Time. Parent VeriSign shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration, as defined below) effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration Period.

Filing and Registration Period. Subject to the terms and conditions of this Agreement, and consistent with the requirements of Applicable Law, Parent shall use commercially reasonable efforts to cause to be prepared and filed with the SEC a Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such Registrable Securities within ten (10) business days after Business Days following the issuance the date of shares the Closing under the Asset Purchase Agreement, Quixote shall prepare and file with the SEC a Shelf Registration Statement on Form S-3 providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of Parent Common Stock in the Merger (each a “Shelf Registration”); Parent then outstanding Registrable Securities pursuant to Rule 415. Quixote shall use commercially its reasonable best efforts to have such Shelf Registration Statement declared effective as soon as practicable after its the filing (and of Quixote’s Form 8-K for the acquisition of the Business contemplated in no event later than eighty (80) days after its filing) the Asset Purchase Agreement and to keep the Shelf Registration Statement continuously effective during the period of time commencing on the date the Shelf Registration Statement is declared effective under the 1933 Act by the SEC (the “Effectiveness Date”) and ending on the date that is three years after the Effectiveness Date, or such earlier date when there are no more Registrable Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”) commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC and ending on the earlier of the date that the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent). Parent Quixote shall have no duty or obligation to keep the Shelf Registration Statement (or any Subsequent Registration Statement, as defined below) effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any At the time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration Statement is initially declared effective, each Holder that was a Holder as of ten (10) Business Days prior to the time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner reasonably expected as to obtain comply with Item 507 of Regulation S-K and any other disclosure laws or regulations applicable to selling securityholders under the withdrawal 1933 Act. Neither Quixote nor any other person shall include any securities other than Registrable Securities in any Shelf Registration Statement or Subsequent Registration, except with the written consent of the order suspending Holders of the effectiveness thereof, or file an additional Shelf Registration covering all majority of the Registrable Securities that as of the date of such filing were sought to be registered under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts pursuant to cause such Shelf Registration to become effective Statement or Subsequent Registration, as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration Periodapplicable.

Filing and Registration Period. Subject to the terms and conditions of this Agreement, as promptly as practicable following the date that Acquirer becomes eligible to use Form S-3, and consistent with the requirements of Applicable Lawapplicable law, Parent Acquirer shall use commercially reasonable efforts to cause to be prepared prepare and filed file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such all of the then outstanding Registrable Securities within ten (10) business days after the issuance "Shelf Registration"). Prior to filing such Shelf Registration with the SEC, Acquirer shall consult with the Stockholder Representative with respect to the portions of shares the Shelf Registration that describe the manners in which resales of Parent Acquirer Common Stock may be made in reliance on the Merger (each a “Shelf Registration”); Parent , which portions shall be reasonably satisfactory to the Stockholder Representative. Acquirer shall use commercially reasonable efforts to have cause such Shelf Registration to be declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the “"Registration Period”") commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC (the "Date of Effectiveness") and ending on at the earlier end of the date thirtieth day that the shares registered in the Shelf Registration and any Subsequent Registration (aas defined below) have have, in the aggregate, been sold effective, provided that in the event that Acquirer exercises its right to prohibit sales under Sections 12.2(f) or 12.3(b) below or that any Holder is prohibited from selling pursuant to Section 12.2(g) below, then Acquirer shall extend the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to Registration Period hereunder by the normal blackout policies number of Parent)days that such sales were so prohibited. Parent Acquirer shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration, as defined below) effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration Period.

Filing and Registration Period. Subject to the terms and ------------------------------ conditions of this Agreement, as promptly as practicable following the Closing Date, and consistent with the requirements of Applicable Lawapplicable law, Parent shall use commercially reasonable efforts to cause to be prepared prepare and filed file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such all of the then outstanding Registrable Securities within ten (10) business days after the issuance of shares of Parent Common Stock in the Merger (each a “"Shelf Registration”"); . The Representative has the right to delay the filing of the Shelf Registration or any Subsequent Registration (as defined in Section 12.2(b) below). Prior to filing such Shelf Registration, Parent shall consult with the Representative with respect to the manners in which resales of Registrable Securities may be made in reliance on the Shelf Registration, which manners shall be reasonably satisfactory to the Representative. Parent shall use commercially reasonable efforts to have cause such Shelf Registration to be declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the “"Registration Period”") commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC (the "Date of Effectiveness") and ending on at the earlier end of the date thirtieth day that the shares registered in the Shelf Registration and (aany Subsequent Registration have, in the aggregate, been effective, provided, however that in -------- ------- the event that Parent exercises its right to prohibit sales under Sections 12.2(f) have been sold or 12.3(b), or any Holder is prohibited from selling pursuant to Section 12.2(g), then Parent shall extend the Shelf Registration, Registration Period hereunder by the number of days that such sales were so prohibited or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent)effectiveness was so suspended. Parent shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration) effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration Period.

Filing and Registration Period. Subject to On or before the terms and conditions of this Agreementsecond monthly anniversary following Holder's request, and consistent with the requirements of Applicable Lawapplicable law, Parent the Company shall use commercially reasonable efforts to cause to be prepared prepare and filed file with the SEC a registration statement on Form S-3 F-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such all of the Registrable Securities within ten (10) business days after the issuance consisting of shares of Parent Common Stock in the Merger (each a “Shelf Registration”); Parent Ordinary Shares and shall use commercially reasonable its best efforts to have the Depositary Bank file with the SEC a registration statement on Form F-6 for an offering to be made on a continuous basis pursuant to Rule 415 covering the Registrable Securities consisting of Depositary Reciepts (collectively, the "SHELF REGISTRATION". The Company shall use its best efforts to have such Shelf Registration declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration continuously effective under the Securities 1933 Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”"REGISTRATION PERIOD") commencing on the date the Shelf Registration is declared effective under the Securities 1933 Act by the SEC (the "DATE OF EFFECTIVENESS") and ending on the earlier of the such date that all such Registrable Securities proposed to be sold by the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) Holder may be sold without volume restrictions registration under the 1933 Act pursuant to Rule 144 (subject to promulgated under the normal blackout policies of Parent)1933 Act. Parent The Company shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration, as defined below) effective after the expiration of the Registration Period. If Notwithstanding the foregoing, in the event that the Company possesses material non-public information relating to a Shelf Registration ceases to be effective pending corporate development ("NON-PUBLIC INFORMATION") and has legitimate business reasons for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities)not publicly disclosing such information, the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal may send Holder a notice (a "BLOCKAGE NOTICE") and upon receipt of any order suspending the effectiveness thereofsuch Blockage Notice, and in Holder shall not resell any event shall as promptly as reasonably practicable but not more than thirty (30) days amend Registrable Securities pursuant to the Shelf Registration in or any Subsequent Registration for a manner reasonably expected to obtain the withdrawal period of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities that as of 15 calendar days from the date such Blockage Notice is sent or until such earlier date that such Non-Public Information becomes publicly known through a public statement of announcement or government filing by the Company or Insignia U.S. (such filing were registered under period of time being referred to herein as a "BLOCKAGE PERIOD"); PROVIDED that (i) the prior Registration Statement. If a subsequent Shelf Registration is filedBlockage Notice shall describe the Non-Public Information in general terms, (ii) the Company shall use its commercially reasonable efforts not be permitted to cause send more than 4 Blockage Notices to Holder, (iii) any Non-Public Information giving rise to a Blockage Notice may not be the subject of a subsequent Blockage Notice, and (iv) if the Company shall have sent two Blockage Notices to the Holder, Holder shall have the right to consent to any subsequent Blockage Notices prior to the beginning of Blockage Period, which consent shall not be unreasonably withheld and if such consent is not forthcoming, Holder shall be entitled to resell Registrable Securities pursuant to the Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after or any Subsequent Registration notwithstanding such filing and shall use its commercially reasonable efforts to keep such commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effectiveness Period, continuously effective until the end of the Registration PeriodBlockage Notice.