Common use of Filing of Shelf Registration Statement Clause in Contracts

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (as defined herein) to the Company and has timely provided the information requested by the Company pursuant to Section 2.3, the Company shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the resale by such Holder of the Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable in accordance with the terms hereof. If the Company is eligible as a WKSI, the Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to have the Shelf Registration Statement declared effective as expeditiously as possible. The Company agrees to use its commercially reasonable efforts to keep a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective under the Securities Act until such time as the aggregate market value of all outstanding Registrable Securities (assuming for this purpose that all Units then held by Holders were redeemed or exchanged for Shares) is less than $[5 million] and, subject to Section 3(g), further agrees to supplement or amend each 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 Registrations.

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (as defined herein) to the The Company and has timely provided the information requested by the Company pursuant to Section 2.3, the Company shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, shall cause to be filed a on the first business day after the first anniversary of the consummation of the IPO the Shelf Registration Statement or a Prospectus Supplement providing for the resale sale by such Holder the Holders of the all, but not less than all, of their Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable in accordance with the terms hereof. If the Company is eligible as a WKSI, the hereof and will use its best efforts to cause such Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to have the Shelf Registration Statement be declared effective by the SEC as expeditiously soon thereafter as possibleis practicable. The Company agrees to use its commercially reasonable best efforts to keep a the Shelf Registration Statement covering with respect to the sale of each Holder’s 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 (and all Shares that such Holders have the right to obtain in exchange for Units) held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) under the Securities Act until and (B) all Shares (and all Shares that such time as Holders have the aggregate market value of all outstanding Registrable Securities (assuming right to obtain in exchange for this purpose that all Units then Units) held by Holders were redeemed or exchanged each Holder who is an affiliate of the Company, in the opinion of counsel for Sharesthe Company, which counsel shall be reasonably acceptable to such Holder, 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) is less than $[5 million] and, subject under the Securities Act. Subject to Section 3(gSections 4(b), 4(i) and 5, the Company further agrees to supplement or amend each the Shelf Registration Statement, 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 Registrationsthereunder.

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (as defined herein) to the The Company and has timely provided the information requested by the Company pursuant to Section 2.3, the Company shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, shall cause to be -------------------------------------- filed a on the first business day after the first anniversary of the consummation of the IPO the Shelf Registration Statement or a Prospectus Supplement providing for the resale sale by such Holder the Holders of the all, but not less than all, of their Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable in accordance with the terms hereof. If the Company is eligible as a WKSI, the hereof and will use its best efforts to cause such Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to have the Shelf Registration Statement be declared effective by the SEC as expeditiously soon thereafter as possibleis practicable. The Company agrees to use its commercially reasonable best efforts to keep a the Shelf Registration Statement covering with respect to the sale of each Holder’s 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 (and all Shares that such Holders have the right to obtain in exchange for Units) held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) under the Securities Act until and (B) all Shares (and all Shares that such time as Holders have the aggregate market value of all outstanding Registrable Securities (assuming right to obtain in exchange for this purpose that all Units then Units) held by Holders were redeemed or exchanged each Holder who is an affiliate of the Company, in the opinion of counsel for Sharesthe Company, which counsel shall be reasonably acceptable to such Holder, 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) is less than $[5 million] and, subject under the Securities Act. Subject to Section 3(gSections 5(b), 5(i) and 6, the Company further agrees to supplement or amend each the Shelf Registration Statement, 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 thereunder; provided, -------- however, that the Company shall not be deemed to have used its reasonable ------- efforts to keep the Shelf RegistrationsRegistration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders not being able to sell Registrable Securities covered thereby 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 or except as otherwise permitted by the last three sentences of Section 5(b).

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (as defined herein) to Promptly after the Company date hereof and has timely provided the information requested by the Company pursuant to Section 2.3in any event on or before June 1, 1996, the Company shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, shall cause to be filed a the Shelf Registration Statement or a Prospectus Supplement providing for the resale sale by such Holder the Holders of all of the Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable in accordance with the terms hereof. If , and the Company is eligible as a WKSI, the will use its best efforts to cause such Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to have the Shelf Registration Statement be declared effective as expeditiously as possibleby the SEC on or before June 30, 1996. The Company agrees to use its commercially reasonable best efforts to keep a the Shelf Registration Statement covering with respect to the sale of each Holder’s Registrable Securities continuously effective under the so long as any Holder holds Registrable Securities Act until such time as each Holder has received an opinion of counsel to the aggregate market value Company (which opinion and counsel shall be reasonably satisfactory to the Holder) to the effect that each such Holder is permitted under Rule 144 to dispose of all outstanding of its Registrable Securities (assuming for this purpose that all Units then held by Holders were redeemed or exchanged for Shares) is less than $[5 million] and, subject to Section 3(g), within three months without such registration. The Company further agrees to supplement or amend each the Shelf Registration Statement, 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 thereunder; provided, however, that the Company shall not be deemed to have used its best efforts to keep the Shelf Registrations.Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is permitted by this Agreement or required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (as defined herein) to the Company and has timely provided the information requested by the Company pursuant to Section 2.3, the Company shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the resale by such Holder of the Holder’s Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable in accordance with the terms hereof. If the Company is eligible as a WKSI, the Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to have the Shelf Registration Statement declared effective as expeditiously as possible. The Company agrees to use its commercially reasonable efforts to keep a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective under the Securities Act until such time as the aggregate market value of all outstanding Registrable Securities (assuming for this purpose that all Units then held by Holders were redeemed or exchanged for Shares) is less than $[5 million] million and, subject to Section 3(g3.1(g), further agrees to supplement or amend each 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 Registrations.

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (as defined herein) Subject to the Company and has timely provided conditions set forth in this Agreement, within 12 months of the information requested by the Company pursuant to Section 2.3date hereof, the Company shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, shall cause to be filed a Registration Statement (the “Shelf Registration Statement or a Prospectus Supplement providing for Statement”) under Rule 415 under the resale Securities Act relating to the sale by such Holder the Holders of all of the Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable Shares in accordance with the terms hereof. If the Company is eligible as a WKSI, and shall use all commercially reasonable efforts to cause the Shelf Registration Statement shall to be declared effective by the SEC by the expiration of the Lock-up Period. Common Shares (other than Registrable Shares) may, at the Company’s option, be included among the securities covered by the Shelf Registration Statement. The Company may use the automatic shelf an existing, effective registration process statement under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible Act as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to have the Shelf Registration Statement declared effective as expeditiously as possibleif such registration statement otherwise complies with this Section 3(a). The Company agrees to use its commercially reasonable efforts to keep a the Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective until the earliest of (a) such time as the Company does not meet the requirements to register the Registrable Shares on Form S-3 (or similar successor form of registration statement), (b) the date on which the Holders no longer hold any Registrable Shares, or (c) 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 until such time (hereinafter referred to as the aggregate market value of all outstanding Registrable Securities (assuming for this purpose that all Units then held by Holders were redeemed or exchanged for Shares) is less than $[5 million] and, subject to Section 3(g), further agrees to supplement or amend each “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 RegistrationsExpiration Date”).