Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable.
(ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective.
(iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not
(iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.
Filing of Shelf Registration Statement. Within 13 months following the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities in accordance with the terms hereof and will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until such time as the aggregate number of Units and Registrable Securities outstanding is less than 5% of the aggregate number of Units outstanding on the date hereof (after giving effect to the Contributions) and, subject to Section 3(b) and Section 3(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration. Each Holder who sells Shares as part of the Shelf Registration shall be deemed to have agreed to all of the terms and conditions of this Agreement and to have agreed to perform any an all obligations of a Holder hereunder.
Filing of Shelf Registration Statement. Following the date hereof, the Company shall use its best efforts to become listed on the Nasdaq SmallCap Market or the Nasdaq National Market of NASDAQ whereupon it shall file, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon thereafter as is practicable. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which (A) all Shares held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company are eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Shares held by each Holder who is an affiliate of the Company, in the opinion of counsel for the Company are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act.
Filing of Shelf Registration Statement. No later than the two year anniversary of the Company’s Initial Public Offering (subject to any rights under the Existing Stockholders’ Agreement), the Company shall (subject to any rights set forth in the Existing Stockholders’ Agreement) (i) prepare and file with the Commission a Shelf Registration Statement on Form S-3 that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”) and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, that following a registered offering of Company Securities (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or any successor form) (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 under the Securities Act (or any successor rule thereto) or (iv) in connection with any dividend or distribution reinvestment or similar plan), the Company shall not be required to file a Shelf Registration Statement pursuant to this Section 1.3 until ninety (90) days following the effective date of such Registration Statement covering the Company Securities. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for as long as any Registrable Securities are outstanding.
Filing of Shelf Registration Statement. Subject to exceptions and limitations described herein, the Company shall use its best efforts to cause a Registration Statement (the “Second Registration Statement”) to be filed with the Commission on Form SB-2, if available, or, if Form SB-2 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within 90 days after going effective on a separate, first priority Form SB-2 Registration Statement that the Company expects to file on or about December 1, 2007, covering the resale of shares of common stock issued by the Company in its private placement that closed on September 26, 2007, with the final closing on October 9, 2007. The Second Registration Statement will provide for the resale of the Shares and shares underlying the Warrants, and may include other shares as the Company deems necessary or desirable. The Second Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to "shelf registration" or delayed offerings of securities. The Company shall use its best efforts (i) to cause the Commission to declare such the Second Registration Statement effective as soon as practicable, and (ii) to maintain the effectiveness of the Second Registration Statement with respect to the Registrable Securities until the Registrable Securities are eligible for sale pursuant to Rule 144. If the SEC refuses to allow the Second Registration Statement to be declared effective because the number of Registrable Securities sought to be registered for resale exceeds the maximum number permissible under certain rules as interpreted by the Commission, the Company shall reduce the number of shares sought to be registered for resale on a pro-rata basis.
Filing of Shelf Registration Statement. The Company shall cause to -------------------------------------- be filed within 80 days after the date of this Agreement, a Shelf Registration Statement providing for the sale by the Holder of all Shelf Registrable Securities, in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC no later than August 1, 2002. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective from the date such Shelf Registration Statement is effective until the earlier of two years after the date hereof or the date on which the Holder ceases to hold any Shelf Registrable Securities, in each case so long as the Company is eligible to use Form S-3 (or any successor form). The Shelf Registration Statement shall not include securities of the Company other than the Shelf Registrable Securities and other shares of Common Stock that the Company is obligated to register on behalf of other holders of its Common Stock or securities convertible into Common Stock. Subject to Section 3(b) and Section 3(g), the Company further agrees to supplement or amend the Shelf Registration Statement (i) if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder and (ii) to include in the Shelf Registration Statement any additional securities that become Shelf Registrable Securities by operation of the definition thereof (but in the case of clause (ii), only after a Shelf Registration Notice has been delivered by Holder pursuant to Section 3(b)).
Filing of Shelf Registration Statement. Subject to the conditions set forth in this Agreement, within six (6) months of the date hereof, the Company shall cause to be filed a Registration Statement under Rule 415 under the Securities Act relating to the sale by the Holders of all of the Registrable Shares in accordance with the terms hereof, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC by the expiration of the Lock-up Period. The Company agrees to use its commercially reasonable efforts to keep the Registration Statement continuously effective until the earliest of (a) the date on which the Holders no longer hold any Registrable Shares or (b) the date on which all of the Registrable Shares held or subsequently acquired by the Holders have become eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act and the Company has delivered to each such Holder an opinion of counsel to such effect (hereinafter referred to as the "SHELF REGISTRATION EXPIRATION DATE").
Filing of Shelf Registration Statement. As soon as practicable after the consummation of the Merger, the Company shall, at its cost, prepare and file and use its reasonable best efforts to cause to be declared effective a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement") covering all of the Registrable Securities held by the Investors. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 7 hereof to the extent necessary to ensure that it is available for resales of the Registrable Securities by the holders thereof entitled to benefit from this Section 4(a), and to ensure that it conforms to the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period until the earlier to occur of (i) the second anniversary of the effectiveness of the Shelf Registration Statement (extended as may be necessary to compensate for any periods during which sales of Registrable Securities are suspended under the Shelf Registration Statement as provided in this Agreement) or (ii) the date on which each of the Welsh Investors and the Vestar Investors may sell all of their respective Registrable Securities without regard to volume limitation pursuant to Rule 144 of the Securities Act.
Filing of Shelf Registration Statement. Subject to exceptions and limitations described herein, the Company shall use its Best Efforts to cause a Registration Statement to be filed with the Commission on Form S-3, if available, or, if Form S-3 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within thirty (30) days after the issuance of the Primary Shares (but in any event as soon as practicable) providing for the resale of the Primary Shares and the Placement Warrant Shares. Such Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to "shelf registration" or delayed offerings of securities. The Company shall use its Best Efforts (i) to cause the Commission to declare such Registration Statement effective within (x) 120 days after the issuance of the Primary Shares or (y) if the Commission elects to review the Registration Statement, 45 days following the Company's receipt of initial comments from the Commission with respect to such Registration Statement, whichever is later, and (ii) to maintain the effectiveness of such Registration Statement pursuant to SECTION 5 below. In the event the Commission will not permit such Registration Statement to become effective because of the inclusion therein of Placement Warrant Shares that shall not have been issued at the time effectiveness of the Registration Statement shall have been requested, then the Company shall file an amendment to such Registration Statement covering the resale of only the Primary Shares and shall use its Best Efforts to cause the Commission to declare such amended Registration Statement effective and to maintain the effectiveness thereof pursuant to SECTION 5 below.
Filing of Shelf Registration Statement. The Company shall cause to be filed within 75 calendar days of the date hereof a shelf Registration Statement registering the securities on a continuous basis on Form S-3 or any successor thereto providing for the sale by the Holder of all of its Registrable Securities and will use its best efforts to have such shelf Registration Statement declared effective by the Commission within 120 days from the date hereof, except that there shall be permitted an additional 30 days for the Company to have the Registration Statement declared effective where the regulations of the Commission render the ability of the Company to satisfy the 120 day requirement impracticable.
