Common use of Form S 3 Shelf Registration Clause in Contracts

Form S 3 Shelf Registration. (a) Instinet shall use all reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After Instinet has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article III, the Holders of Registrable Securities, shall have the right at any time, and from time to time, to request that Instinet prepare and file with the SEC a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made, covering all or part of the Registrable Securities, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) in the manner or manners designated by the Holders of the Registrable Securities participating in such offering (including, without limitation, one or more underwritten offerings). Instinet shall use all reasonable efforts to have the Shelf Registration Statement declared effective by the SEC as soon as practicable after such request is made and to keep such Shelf Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all Holders have consummated the sale of all of such Holders' Registrable Securities registered under the Shelf Registration Statement or (ii) two years from the date the Shelf Registration Statement first became effective. Notwithstanding any other provision contained herein, there shall be no limitation on the number of registrations on Form S-3 that may be requested and obtained by Holders pursuant to this Section 3.3.

Form S 3 Shelf Registration. (a) Instinet shall use all reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After Instinet has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article III, the Holders of Registrable Securities, shall have the right at any time, and from time to time, to request that Instinet prepare and file with the SEC a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made, covering all or part of the Registrable Securities, made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) in the manner covering all or manners designated by the Holders part of the Registrable Securities participating in such offering (including, without limitation, one or more underwritten offerings)Securities. Instinet shall use all reasonable efforts to have the Shelf Registration Statement declared effective by the SEC as soon as practicable after such request is made and to keep such Shelf Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all Holders have consummated the sale of all of such Holders' Registrable Securities registered under the Shelf Registration Statement or (ii) two years from the date the Shelf Registration Statement first became effective. Notwithstanding any other provision contained herein, there shall be no limitation on the number of registrations on Form S-3 that may be requested and obtained by Holders pursuant to this Section 3.3.

Form S 3 Shelf Registration. (a) Instinet IXC shall use all reasonable efforts have the right to qualify for request and have effected up to one registration every six months of Registrable Securities on Form S-3 or any comparable or successor form or, if Form S-3 or forms. After Instinet has qualified for any successor form is not available, any appropriate form under the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article III, the Holders of Registrable Securities, shall have the right at any time, and from time to time, to request that Instinet prepare and file with the SEC a "shelf" registration statement Act (the "Shelf Registration Statement") on the appropriate form for an offering to be made, covering all or part of the Registrable Securities, made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) in the manner or manners designated by the Holders of covering all the Registrable Securities participating (the "Shelf Registration") (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such offering (includingshares by IXC) provided that the Registrable Securities for which such registration is requested are not eligible for sale by IXC under Rule 144(k) of the Securities Act. Subject to the provisions of applicable law, without limitation, one or more underwritten offerings). Instinet shall the Company will use all its reasonable best efforts to have (i) file the Shelf Registration Statement declared effective by to effect the SEC as soon as practicable after registration of all shares of Registrable Securities within 30 days of such request is made and (ii) cause the Shelf Registration Statement to become effective under the Act on or prior to the date 45 days from the date of filing and (iii) keep such the Shelf Registration Statement continuously effective and free of material misstatements or omissions (including for 60 days from the preparation and filing of any amendments and supplements necessary for date the Registration Statement becomes effective under the Act. All expenses in connection with a registration requested pursuant to this Section 2.3 shall be borne by the Company; provided, however, that purpose) until the earlier of (i) the date on which all Holders Company shall have consummated no liability for such expenses if such registration does not become effective due solely to the sale action or failure to act of all of such Holders' Registrable Securities registered under the Shelf Registration Statement or IXC and (ii) two years from IXC shall bear underwriting and selling discounts and commissions, if any, attributable to its Registrable Securities being registered, transfer taxes on shares being sold by it and all fees and expenses of its counsel. The Company may postpone the date filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days, if the Shelf Registration Statement first became effective. Notwithstanding any Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other provision contained herein, there shall factor which would not otherwise be no limitation required to be disclosed at such time and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the number Company with respect to the registration of registrations on Form S-3 that the Registrable Securities. The shelf-registration statement may also include securities held or to be requested and obtained held by Holders pursuant to this Section 3.3other holders of the Company's securities.

Form S 3 Shelf Registration. (a) Instinet shall use all reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After Instinet has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Article III, the Holders of Registrable Securities, shall have the right at any time, and from time to time, to request that Instinet prepare and file with the SEC a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made, covering all or part of the Registrable Securities, made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) in the manner covering all or manners designated by the Holders part of the Registrable Securities participating in such offering (including, without limitation, one or more underwritten offerings)Securities. Instinet shall use all reasonable efforts to have the Shelf Registration Statement declared effective by the SEC as soon as practicable after such request is made and to 15 15 keep such Shelf Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all Holders have consummated the sale of all of such Holders' Registrable Securities registered under the Shelf Registration Statement or (ii) two years from the date the Shelf Registration Statement first became effective. Notwithstanding any other provision contained herein, there shall be no limitation on the number of registrations on Form S-3 that may be requested and obtained by Holders pursuant to this Section 3.3.