Common use of Filing of Shelf Registration Statement Clause in Contracts

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. The Company shall cause On or before the later to -------------------------------------- be filed within 80 occur of (x) the date that is 60 calendar days after the date Effective Date and (y) April 1, 2002, the Company will file with the SEC a Registration Statement covering the resale of this Agreement, the Registrable Securities by the Stockholders on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement providing for the sale by the Holder of all Shelf Registrable Securities, in accordance with the terms hereof and Statement") on Form S-1. The Company will use its reasonable best efforts to cause such the Shelf Registration Statement (a) to be declared effective by under 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 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 until for a period ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of two years after the date hereof or the date on which the Holder ceases SEC declares such Shelf Registration Statement effective (subject to hold any Shelf Registrable Securities, in each case so long as the Company is eligible extension pursuant to use Form S-3 (Article V or any successor formSection 6.3). The Company will not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement; provided, however, that, as contemplated by the Debt Registration Rights Agreement, dated even date herewith, among the Company and the Stockholders, the Company will be permitted to register pursuant to the Shelf Registration Statement shall not include debt 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 issued to the registration form used by Stockholders pursuant to the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder and (ii) to include Plan. The plan of distribution contained in the Shelf Registration Statement any additional securities that become Shelf Registrable Securities by operation of shall permit Underwritten Offerings. The Company will be permitted to file on Form S-3 a post-effective amendment to the definition thereof (but in the case of clause (ii), only after a Shelf Registration Notice has been delivered by Holder pursuant Statement, or take such other action as may be necessary to Section 3(b))convert the Shelf Registration Statement from Form S-1 to Form S-3, at such time the Company becomes eligible, in its sole discretion, to use Form S-3.

Filing of Shelf Registration Statement. The Provided that such Holder has not delivered an Exclusion Notice (as defined herein) to the Company shall 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 within 80 days after the date of this Agreement, a Shelf Registration Statement or a Prospectus Supplement providing for the sale resale by the such Holder of all Shelf the Holder’s Registrable Securities, Securities in accordance with the terms hereof hereof. If the Company is eligible as a WKSI, the Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and will 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 cause such have the Shelf Registration Statement to be declared effective by the SEC no later than August 1, 2002as expeditiously as possible. The Company agrees to use its commercially reasonable efforts to keep the a Shelf Registration Statement with respect to covering the Shelf sale of each Holder’s Registrable Securities continuously effective from under the date Securities Act until 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 time as the Company is eligible to use Form S-3 (or any successor form). The Shelf Registration Statement shall not include securities aggregate market value of the Company other than the Shelf all outstanding Registrable Securities and other shares of Common Stock (assuming for this purpose that the Company all Units then held by Holders were redeemed or exchanged for Shares) is obligated to register on behalf of other holders of its Common Stock or securities convertible into Common Stock. Subject less than $5 million and, subject to Section 3(b) and Section 3(g3.1(g), the Company further agrees to supplement or amend the each Shelf Registration Statement (i) 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 and (ii) to include in the for 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))Registrations.

Filing of Shelf Registration Statement. The Company shall cause On or before the later to -------------------------------------- be filed within 80 occur of (x) the date that is 60 calendar days after the date of this AgreementEffective Date and (y) April 1, 2002, the Company will file with the SEC a Shelf Registration Statement providing for covering the sale resale of the Registrable Securities by the Holder of all Shelf Registrable Securities, in accordance with Stockholders on a continuous basis pursuant to Rule 415 under the terms hereof and Securities Act (the "SHELF REGISTRATION STATEMENT") on Form S-1. The Company will use its reasonable best efforts to cause such the Shelf Registration Statement (a) to be declared effective by under 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 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 until for a period ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary 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 SEC declares such Shelf Registration Statement effective (subject to extension pursuant to ARTICLE V or SECTION 6.3). The Company will not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement; PROVIDED, HOWEVER, as contemplated by the Securities Act or any rules Equity Registration Rights Agreement, dated even date herewith, among the Company and regulations thereunder and (ii) the Stockholders, that the Company will be permitted to include register, pursuant to Shelf Registration Statement shares of common stock, par value $0.01 per share, of the Company issued to the Stockholders pursuant to the Plan. The plan of distribution contained in the Shelf Registration Statement any additional securities that become Shelf Registrable Securities by operation of shall permit Underwritten Offerings. The Company will be permitted to file on Form S-3 a post-effective amendment to the definition thereof (but in the case of clause (ii), only after a Shelf Registration Notice has been delivered by Holder pursuant Statement, or take such other action as may be necessary to Section 3(b))convert the Shelf Registration Statement from Form S-1 to Form S-3, at such time the Company becomes eligible, in its sole discretion, to use Form S-3.