Common use of Filing of Issuance Registration Statement Clause in Contracts

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b) hereof, the Company shall use reasonable efforts to file with the SEC a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available (an “Issuance Registration Statement”) under Rule 415 under the Securities Act relating to the issuance to the Holders of the Registrable Shares upon redemption of, or in exchange for, the Units held by the Holders, such filing to be made on a date (the “Filing Date”) within 10 business days following the first date when the Company becomes eligible to file an Issuance Registration Statement with respect to the Registrable Shares; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company shall use its reasonable efforts to cause such Issuance Registration Statement to become or be declared effective by the SEC for all of the Registrable Shares covered thereby within ninety (90) days thereafter. The Company shall use its reasonable efforts to keep the Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “Shelf Registration Expiration Date”) that is the earlier of (a) the date on which all Registrable Shares have been disposed of by the Holders or (b) the date on which all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without application of volume limitations or other restrictions on transfer thereunder. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration Statement).

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b) hereofbelow, the Company shall use reasonable efforts to will file with the SEC a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available S-3 (an “the "Initial Issuance Registration Statement”") under Rule 415 under the Securities Act Act, relating to the issuance to the Holders of the Registrable Shares upon redemption of, or in exchange for, for the Units held by acquired pursuant to the HoldersContribution Agreement, such filing to be made on a date (the “"Filing Date”") within 10 business days following which is no earlier than two weeks before the first date when Lock-Up Expiration Date and no later than two weeks after the Company becomes eligible to file an Issuance Registration Statement with respect to the Registrable SharesLockUp Expiration Date; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Unless a Successor Issuance Registration Statement is an "automatic shelf registration statement" as defined in Rule 405 under the Securities Act, the Company shall use its reasonable efforts to cause such the Initial Issuance Registration Statement to become or be declared effective by the SEC for all of the Registrable Shares covered thereby within ninety (90) days thereafterafter the Filing Date. In the event that the Company is unable to cause the Initial Issuance Registration Statement to be declared effective by the SEC within ninety (90) days following the Filing Date, then the provisions of Section 2(b) shall apply. Notwithstanding the availability of rights under Section 2(b), the Company shall continue to use its reasonable efforts to cause such Initial Issuance Registration Statement to be declared effective by the SEC until such time as the Company shall file and have declared effective a Resale Shelf Registration Statement (as hereinafter defined) in accordance with Section 2(b). In the event that the Initial Issuance Registration Statement will cease to be effective pursuant to Rule 415(a)(5) under the Securities Act prior to the Issuance Registration Expiration Date (as defined below), then, immediately prior to the time such Initial Issuance Registration Statement would cease to be effective, the Company will file with the SEC a Registration Statement on Form S-3 under Rule 415 under the Securities Act (a "Successor Issuance Registration Statement", and together with the Initial Issuance Registration Statement, the "Issuance Registration Statements"), relating to the issuance to the Holders of Shares covered by such Initial Issuance Registration Statement. Additionally, in the event that any Successor Issuance Registration Statement will cease to be effective pursuant to Rule 415(a)(5) under the Securities Act prior to the Issuance Registration Expiration Date, then, immediately prior to the time such Successor Issuance Registration Statement would cease to be effective, the Company will file an additional Successor Issuance Registration Statement relating to the issuance to the Holders of Shares covered by such then effective Successor Issuance Registration Statement. Unless a Successor Issuance Registration Statement is an "automatic shelf registration statement" as defined in Rule 405 under the Securities Act, the Company will use its reasonable efforts to cause such Successor Issuance Registration Statement to be declared effective by the SEC for all Registrable Securities covered thereby within one hundred eighty (180) days of the third anniversary of the initial effective date of the Registration Statement it is to succeed. In the event that the Company is unable to cause a Successor Issuance Registration Statement to be declared effective by the SEC within one hundred eighty (180) days of the third anniversary of the initial effective date of the Registration Statement it is to succeed, then the provisions of Section 2(b) shall apply. Notwithstanding the availability of rights under Section 2(b), the Company shall continue to use its reasonable efforts to cause such Successor Issuance Registration Statement to be declared effective by the SEC until such time as the Company shall file and have declared effective a Resale Shelf Registration Statement (as hereinafter defined) in accordance with Section 2(b). The Company agrees to use its reasonable efforts to keep an Issuance Registration Statement effective at all times until the date (the "Issuance Registration Expiration Date") which is the earlier of (i) the date on which all Holders have tendered their Units for redemption and the redemption price therefor (whether paid in cash or in Common Shares) has been delivered to the Holders or (ii) the date on which the Holders no longer hold any Units or Registrable Shares. The Company shall use its reasonable efforts to keep the cause each Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “Shelf Registration Expiration Date”) that is the earlier of (a) the date on which all Registrable Shares have been disposed of by the Holders or (b) the date on which all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without application of volume limitations or other restrictions on transfer thereunder. To the extent the Company is a well-known seasoned issuer (be an "automatic shelf registration statement" as defined in Rule 405 under the Securities Act) (a “WKSI”) at , to the time extent that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant is eligible to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration Statement)do so.

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b3(b) hereof, the Company shall use reasonable efforts to will file with the SEC Commission a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available (an the “Issuance Registration Statement”) ), under Rule 415 under the Securities Act relating to the issuance to the Holders of the Registrable Shares upon redemption of, or in exchange for, the Units held by issued in the HoldersFormation Transactions, such filing to be made on a date (which is no later than the “Filing Date”) within 10 business days following date that is 14 months after the first date when the Company becomes eligible to file an Issuance Registration Statement with respect to the Registrable Shares; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions closing of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunderIPO. The Company shall use its reasonable efforts to cause such the Issuance Registration Statement to become or be declared effective by the SEC Commission for all of the Registrable Shares covered thereby within ninety (90) days thereafter. Notwithstanding the availability of rights under Section 3(b), in the event that the Company determines to comply with Section 3(b) in lieu of this section after an Issuance Registration Statement has become effective, the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to remain effective until such time as the Company causes a Resale Shelf Registration Statement (as hereinafter defined) to become effective in accordance with Section 3(b). The Company shall agrees to use its reasonable efforts to keep the Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “Shelf Registration Expiration Date”) that is the earlier of (a) the date on which all Registrable Shares Holders have tendered their Units for redemption or exchange and the redemption or exchange price therefor (whether paid in cash or in Common Stock) has been disposed of by delivered to the Holders or (b) the date on which all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without application of volume limitations or other restrictions on transfer thereunderHolders. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration Statement).

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b3(b) hereof, the Company shall use reasonable efforts to will file with the SEC Commission a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available (an the “Issuance Registration Statement”) ), under Rule 415 under the Securities Act relating to the issuance to the Holders of the Registrable Shares upon redemption of, or in exchange for, the Units held by issued in the Holders, such filing to be made on a date (the “Filing Date”) within 10 business days following the first date when the Company becomes eligible to file an Issuance Registration Statement with respect to the Registrable Shares; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws Formation Transactions and the rules and regulations promulgated thereunder. The Company shall use its reasonable efforts to cause such the Issuance Registration Statement to become or be declared effective by the SEC Commission for all of the Registrable Shares covered thereby within ninety fifteen (9015) days thereaftermonths after the closing of the IPO. Notwithstanding the availability of rights under Section 3(b), in the event that the Company determines to comply with Section 3(b) in lieu of this section after an Issuance Registration Statement has become effective, the Company shall continue to use its reasonable best efforts to cause the Issuance Registration Statement to remain effective until such time as the Company causes a Resale Shelf Registration Statement (as hereinafter defined) to become effective in accordance with Section 3(b). The Company shall agrees to use its reasonable best efforts to keep the Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “Shelf Registration Expiration Date”) that is the earlier of (a) the date on which all Registrable Shares Holders have tendered their Units for redemption or exchange and the redemption or exchange price therefor (whether paid in cash or in Common Stock) has been disposed of by delivered to the Holders or (b) the date on which all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without application of volume limitations or other restrictions on transfer thereunderHolders. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration Statement).

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b) hereofbelow, the Company shall use reasonable efforts to will file with the SEC a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available S-3 (an “the "Issuance Registration Statement”") under Rule 415 under the Securities Act Act, relating to the issuance to the Holders of the Registrable Shares upon redemption of, or in exchange for, for the Units held by acquired pursuant to the HoldersContribution Agreement, such filing to be made on a date (the “"Filing Date”") within 10 business days following which is no earlier than two weeks before the expiration of the Lock-up Period and no later than the first day after the date when of the Company becomes eligible to file an Issuance Registration Statement with respect to expiration of the Registrable SharesLock-up Period; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company shall use its reasonable efforts to cause such the Issuance Registration Statement to become or be declared effective by the SEC for all of the Registrable Shares covered thereby within ninety (90) days thereafterafter the Filing Date. In the event that the Company is unable to cause such Issuance Registration Statement to be declared effective by the SEC within ninety (90) days following the Filing Date, then the provisions of Section 2(b) shall apply. Notwithstanding the availability of rights under Section 2(b), the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the SEC until such time as the Company shall file and have declared effective a Resale Shelf Registration Statement (as hereinafter defined) in accordance with Section 2(b). The Company shall agrees to use its reasonable efforts to keep the Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “Shelf "Issuance Registration Expiration Date”") that which is the earlier of (ai) the date on which all Registrable Shares Holders have tendered their Units for redemption and the redemption price therefor (whether paid in cash or in Common Shares) has been disposed of by delivered to the Holders or (bii) the date on which all the Holders no longer hold any Units or Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without application of volume limitations or other restrictions on transfer thereunder. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration Statement)Shares.

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b3(b) hereofbelow, the Company shall use reasonable efforts to will file with the SEC a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available S-3 (an the “Issuance Registration Statement”) under Rule 415 under the Securities Act Act, relating to (i) the issuance to the Holders of the Shares in exchange for the Units acquired pursuant to the Contribution Agreement and (ii) the sale by the Holders at the time of such filing of all of their Registrable Shares upon redemption ofin accordance with the terms hereof (and, in the event that a Person not named in such filing as a potential selling stockholder becomes a Holder of Units or in exchange forRegistrable Shares and is also an Affiliate Holder, the Units held by Company will make such changes to the Holdersprevious filing hereunder as are necessary to include such Affiliate Holder as a potential selling stockholder with respect to its Registrable Shares under the Issuance Registration Statement), such filing to be made on a date (the “Filing Date”) within 10 business days following which is no earlier than two weeks before the expiration of the Lock-up Period and no later than the first day after the date when of the Company becomes eligible to file an Issuance Registration Statement with respect to expiration of the Registrable SharesLock-up Period; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company shall use its reasonable efforts to cause such the Issuance Registration Statement to become or be declared effective by the SEC for all of the Registrable Shares covered thereby within ninety (90) days thereafter. In the event that the Company is unable to cause such Issuance Registration Statement to be declared effective by the SEC within ninety (90) days following the Filing Date, then the provisions of Section 3(b) shall apply. Notwithstanding the availability of rights under Section 3(b), the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the SEC until such time as the Company shall file and have declared effective a Resale Shelf Registration Statement (as hereinafter defined) in accordance with Section 3(b). The Company shall agrees to use its reasonable efforts to keep the Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date on which (i) all Holders have tendered their Units for redemption and the “Shelf Registration Expiration Date”redemption price therefor (whether paid in cash or in Common Shares) that is has been delivered to the earlier of Holders and (aii) the date on which all Affiliate Holders (A) no longer hold any Registrable Shares have been disposed of by the Holders or (bB) may sell all of the date on which all Registrable Shares covered thereby are eligible for immediate sale held by such Affiliate Holders pursuant to Rule 144 144(k) (or any successor provision) without application of volume limitations or other restrictions on transfer thereunder. To (the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration StatementExpiration Date”).

Filing of Issuance Registration Statement. Subject to the provisions of Section 2(b3(b) hereof, the Company shall use reasonable efforts to will file with the SEC Commission a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available (an the “Issuance Registration Statement”) ), under Rule 415 under the Securities Act relating to the issuance to the Holders of the Registrable Shares upon redemption of, or in exchange for, the Units held by issued in the Holders, such filing to be made on a date (the “Filing Date”) within 10 business days following the first date when the Company becomes eligible to file an Issuance Registration Statement with respect to the Registrable Shares; provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or as may be required by the SEC pursuant to its interpretation of applicable federal securities laws Formation Transactions and the rules and regulations promulgated thereunder. The Company shall use its reasonable efforts to cause such the Issuance Registration Statement to become or be declared effective by the SEC Commission for all of the Registrable Shares covered thereby within ninety fifteen (9015) days thereaftermonths after the closing of the Contribution. Notwithstanding the availability of rights under Section 3(b), in the event that the Company determines to comply with Section 3(b) in lieu of this section after an Issuance Registration Statement has become effective, the Company shall continue to use its reasonable best efforts to cause the Issuance Registration Statement to remain effective until such time as the Company causes a Resale Shelf Registration Statement (as hereinafter defined) to become effective in accordance with Section 3(b). The Company shall agrees to use its reasonable best efforts to keep the Issuance Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “Shelf Registration Expiration Date”) that is the earlier of (a) the date on which all Registrable Shares Holders have tendered their Units for redemption or exchange and the redemption or exchange price therefor (whether paid in cash or in Common Stock) has been disposed of by delivered to the Holders or (b) the date on which all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without application of volume limitations or other restrictions on transfer thereunderHolders. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time that an Issuance Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Issuance Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the issuance of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Issuance Registration Statement).