Common use of Filing of Shelf Registration Statement Clause in Contracts

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. No later than the two year anniversary of the Company’s Initial Public Offering (subject to any rights under the Existing Stockholders’ Agreement)March 16, 2023, 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. No later than The Company shall cause to be filed upon the two year earlier to occur of (i) the six-month anniversary of the Company’s Initial Public Offering (subject to any rights under the Existing Stockholders’ Agreement)Offering, 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) the fifth anniversary of the date of this Agreement, or as soon as practicable thereafter, the Shelf Registration Statement providing for the sale by Anworth of all of the Registrable Securities in accordance with the terms hereof and will use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission SEC as soon thereafter as practicable thereafter; provided, that following 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 registered offering period expiring on the earlier of Company Securities (other than a registration (i) pursuant to a the date on which all of the Registrable Securities covered by the Shelf 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 have been sold pursuant to any employee stock plan or other employee benefit arrangement), thereto and (ii) the date on which (A) all Shares held by Anworth, in the opinion of counsel for Anworth, which counsel shall be reasonably acceptable to the Company, are eligible for sale pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 144 under the Securities Act (or any successor rule theretoand could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) or (iv) in connection with any dividend or distribution reinvestment or similar planunder the Securities Act. Subject to Sections 1.4(b), the Company shall not be required further agrees to file a amend the Shelf Registration Statement pursuant if and as required by the rules, regulations or instructions applicable to this Section 1.3 until ninety (90) days following the effective date of such Registration Statement covering registration form used by the Company Securities. The Company shall use its commercially reasonable efforts to cause for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder. The substantive provisions of Section 1.2(b) shall be applicable to remain effective for as long as any Registrable Securities are outstandingeach such registration initiated under this Section 1.4 involving an underwriting.

Filing of Shelf Registration Statement. No On or before the later than to occur of (x) the two year anniversary of date that is 60 calendar days after the Company’s Initial Public Offering Effective Date and (subject to any rights under the Existing Stockholders’ Agreement)y) April 1, 2002, the Company shall (subject to any rights set forth in the Existing Stockholders’ Agreement) (i) prepare and will file with the Commission SEC a Shelf Registration Statement on Form S-3 that covers all covering the resale of the Registrable Securities then outstanding for an offering to be made by the Stockholders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or (the "Shelf Registration Statement") on Form S-1. The Company will use its reasonable best efforts to cause the Shelf Registration Statement (a) to be declared effective under the Securities Act within 90 calendar days after the date such Shelf Registration Statement is initially filed with the SEC and (b) once effective, to remain continuously effective for a period ending on the earlier of: (i) the first date on which there ceases to be any successor rule thereto (a “Shelf Registration”) Registrable Securities; and (ii) use its commercially reasonable efforts to cause the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective (subject to be declared effective by extension pursuant to Article V or Section 6.3). The Company will not register any securities other than Registrable Securities pursuant to the Commission as soon as practicable thereafterShelf Registration Statement; provided, however, as contemplated by the Equity Registration Rights Agreement, dated even date herewith, among the Company and the Stockholders, that following a registered offering of the Company Securities (other than a registration (i) will be permitted to register, pursuant to a Shelf Registration Statement on Form S-8 (or any successor form) (or other registration solely relating to an offering or sale to employees or directors shares of common stock, par value $0.01 per share, of the Company issued to the Stockholders pursuant to any employee stock the Plan. The 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 of distribution contained in 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 Securitiesshall permit Underwritten Offerings. The Company shall use its commercially reasonable efforts will be permitted to cause file on Form S-3 a post-effective amendment to the Shelf Registration Statement, or take such other action as may be necessary to convert the Shelf Registration Statement from Form S-1 to remain effective for as long as any Registrable Securities are outstandingForm S-3, at such time the Company becomes eligible, in its sole discretion, to use Form S-3.