Common use of Holder Procedures Clause in Contracts

Holder Procedures. No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not return a Notice and Questionnaire on a timely basis, (i) the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in the request and (ii) upon receipt of a properly completed Notice and Questionnaire from such Holder (a "Late Notice Holder"), the Company shall, except during the pendency of a Suspension Period, use its reasonable efforts to name such Holder as a selling securityholder by means of a pre-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company shall have no obligation to pay Additional Interest to such Holder for its failure to file such pre-effective amendment or Prospectus supplement; provided further, that the Company shall in no circumstances be obligated to file a post-effective amendment to name such Holder as selling securityholder. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Notwithstanding anything in this Agreement to the contrary, no Holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder is a Notice Holder. From and after the date the Initial Shelf Registration Statement is declared effective, each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver notice of a proposed sale to the Company at least five Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement, and no such sale may be consummated by any Holder who does not deliver such notice in a timely manner.

Holder Procedures. No Holder of Registrable Securities may include any ----------------- of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth second Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may ---------------------- reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes Debentures or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth second Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not return a Notice and Questionnaire on a timely basis, (i) the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in the request and (ii) upon receipt of a properly completed Notice and Questionnaire from such Holder (a "Late Notice Holder"), the Company shall, except during the pendency of a Suspension Period, shall use its reasonable efforts to name ------------------ such Holder as a selling securityholder by means of a pre-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company shall have no -------- ------- obligation to pay Additional Interest Amounts to such Holder for its failure to file such pre-effective amendment or Prospectus supplement; provided further, that the -------- ------- Company shall in no circumstances be obligated to file a post-effective amendment to name such Holder as selling securityholder. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Notwithstanding anything in this Agreement to the contrary, no Holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder is a Notice Holder. From and after the date the Initial Shelf Registration Statement is declared effective, each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver notice of a proposed sale to the Company at least five Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement, and no such sale may be consummated by any Holder who does not deliver such notice in a timely manner.

Holder Procedures. No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not return a Notice and Questionnaire on a timely basis, (i) the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in the request and (ii) upon receipt of a properly completed Notice and Questionnaire from such Holder (a "Late Notice Holder"), the Company shall, except during the pendency of a Suspension Period, use its reasonable efforts to name such Holder as a selling securityholder by means of a pre-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company shall have no obligation to pay Additional Interest to such Holder for its failure to file such pre-effective amendment or Prospectus supplement; provided further, that the Company shall in no circumstances be obligated to file a post-effective amendment to name such Holder as selling securityholder. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Notwithstanding anything in this Agreement to the contrary, no Holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder is a Notice Holder. From and after the date the Initial Shelf Registration Statement is declared effective, each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver notice of a proposed sale Notice and Questionnaire to the Company at least five 5 Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) 5 Business Days after such date or (y) 5 Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 5 Business Days of such delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is 45 days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no such sale may be consummated by obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 Business Days -6- from the expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; provided, that after the date that is 270 days of the date of effectiveness of the Initial Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment or supplement in any 30-day period for the purpose of naming Holders as selling securityholders who does were not deliver such notice so named in a timely mannerthe Initial Shelf Registration Statement at the time of effectiveness.

Holder Procedures. No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not return a Notice and Questionnaire on a timely basis, (i) the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in the request and (ii) upon receipt of a properly completed Notice and Questionnaire from such Holder (a "Late Notice Holder"), the Company shall, except during the pendency of a Suspension Period, use its reasonable efforts to name such Holder as a selling securityholder by means of a pre-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company shall have no obligation to pay Additional Interest to such Holder for its failure to file such pre-effective amendment or Prospectus supplement; provided further, that the Company shall in no circumstances be obligated to file a post-effective amendment to name such Holder as selling securityholder. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Notwithstanding anything in this Agreement to the contrary, no Holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder is a Notice Holder. From and after the date the Initial Shelf Registration Statement is declared effective, each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver notice of a proposed sale Notice and Questionnaire to the Company at least five 5 Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) 5 Business Days after such date or (y) 5 Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 5 Business Days of such delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is 45 days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no such sale may be consummated by obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 Business Days from the expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; provided, that after the date that is 270 days of the date of effectiveness of the Initial Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment or supplement in any 30-day period for the purpose of naming Holders as selling securityholders who does were not deliver such notice so named in a timely mannerthe Initial Shelf Registration Statement at the time of effectiveness.

Holder Procedures. No Holder of Registrable Securities may include ----------------- any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, a properly completed Notice and Questionnaire to the Company on or prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco New York time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may ---------------------- reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco New York time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not return a Notice and Questionnaire on a timely basis, (i) the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in the request and (ii) upon receipt of a properly completed Notice and Questionnaire from such Holder (a "Late Notice Holder"), the Company shall, except during the pendency of a Suspension Period, shall use its reasonable best ------------------ efforts to name such Holder as a selling securityholder by means of a pre-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the -------- ------- Company shall have no obligation to pay Additional Interest Amounts to such Holder for its failure to file such pre-effective amendment or Prospectus supplement; provided further, that the Company shall in no circumstances be obligated to -------- ------- file a post-effective amendment to name such Holder as selling securityholder. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Notwithstanding anything in this Agreement to the contrary, no Holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder is a Notice Holder. From and after the date the Initial Shelf Registration Statement is declared effective, each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver notice of a proposed sale to the Company at least five Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement, and no such sale may be consummated by any Holder who does not deliver such notice in a timely manner.

Holder Procedures. No Each Holder of Registrable Securities may include any of its wishing to ----------------- sell Registrable Securities in the pursuant to a Shelf Registration Statement pursuant and related Prospectus agrees to this Agreement unless such Holder mails via first-class registered mail or transfers via courier or hand delivery that confirms delivery, deliver a properly completed Notice and Questionnaire to the Company on or at least 5 Business Days prior to the 20th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 9(d) hereof (or, in the case of a Holder that is a transferee of Registrable Securities, on or prior to the earlier of (i) the 20th Business Day after the completion of the transfer any intended distribution of Registrable Securities to the transferee and (ii) 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of under the Shelf Registration Statement) (the "Questionnaire Deadline") and such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws. In connection with all requests for information from Holders of Registrable Securities with respect to inclusion of Registrable Securities in the Shelf Registration Statement, the Company shall notify such Holders of the requirements set forth in the preceding sentence. The Company agrees and undertakes that (i) it shall distribute a Notice and Questionnaire no earlier than 60 Business Days and no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement to each Holder at the address set forth on the register of securities maintained by the registrar of the Convertible Notes or the records of the transfer agent of the Underlying Shares at such time, and (ii) upon the request of any Holder which is deemed to have been given in accordance with Section 9(d) hereof prior to 9:00 a.m., San Francisco time, on the fifth Business Day before the effectiveness of the Shelf Registration Statement, the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in such request. Holders that do not complete the Holder Questionnaire and timely deliver it to the Company shall not be named as selling securityholders in the Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell Registrable Securities pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, upon request from a Holder that did not return a Notice and Questionnaire on a timely basis, (i) the Company shall distribute a Notice and Questionnaire to such Holder at the address set forth in the request and (ii) upon receipt of a properly completed Notice and Questionnaire from such Holder (a "Late Notice Holder"), the Company shall, except during the pendency of a Suspension Period, use its reasonable efforts to name such Holder as a selling securityholder by means of a pre-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company shall have no obligation to pay Additional Interest to such Holder for its failure to file such pre-effective amendment or Prospectus supplement; provided further, that the Company shall in no circumstances be obligated to file a post-effective amendment to name such Holder as selling securityholder. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Notwithstanding anything in this Agreement to the contrary, no Holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder is a Notice Holder. From and after the date the Initial Shelf Registration Statement is declared effective, each the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) 5 Business Days after such date or (y) 5 Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 5 Business Days of such delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder of Registrable Securities wishing to sell Registrable Securities pursuant to delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus agrees in such a manner as to permit such Holder to deliver notice such Prospectus to purchasers of a proposed sale to the Registrable Securities in accordance with applicable law and, if the Company at least five Business Days prior shall file a post-effective amendment to any intended distribution of Registrable Securities under the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that ------------------------------------- is 45 days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no such sale may be consummated by obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 Business Days from the expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; provided, that after the date that is 180 days of the date of effectiveness of the Initial Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment or supplement in any 30-day period for the purpose of naming Holders as selling securityholders who does were not deliver such notice so named in a timely mannerthe Initial Shelf Registration Statement at the time of effectiveness.