Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.
Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company shall use all reasonable efforts to prepare and cause to be filed with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months after it is filed with the Commission (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on a Form S-3 or other appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall use all reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending when (x) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (z) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.
Initial Shelf Registration. The Company shall file within twenty (20) Business Days of the Closing, a Registration Statement for a shelf Registration Statement on Form F-1 (in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect)) (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3, a shelf Registration Statement on Form F-3 (in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect)) (the “Form F-3 Shelf” and together with the Form F-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use reasonable best efforts to cause such Shelf to be declared effective as soon as practicable thereafter, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) Business Days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering all of a Holder’s or Holders’ Registrable Securities, such Holder shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of Section 2.1 (including subsections 2.1.3 and 2.1.4), but such Underwritten Offering shall be made from the Shelf and shall not count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1.
Initial Shelf Registration. The Company shall file within 30 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder shall not have rights to make a Demand Registration with respect to subsection 2.1.
1. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of Section 2.1, (including subsections 2.1.3 and 2.
Initial Shelf Registration. As soon as possible after March 12, 2014 and in any event prior to June 12, 2014, the Company shall file with the SEC one or more registration statements on Form S-3 or such other registration form as is then available to the Company (each, a “Shelf Registration”) registering a sufficient number of shares of Class A Common Stock to permit secondary sales of all Class A Common Stock pursuant to Section 3.03. The Company shall use its reasonable best efforts, prior to June 12, 2014 and in any event as soon as possible March 12, 2014, to cause such Shelf Registration to be declared effective under the Securities Act by the SEC.
Initial Shelf Registration. See Section 3(a).
Initial Shelf Registration. The Company shall (i) cause to be filed as soon as practicable, but not later than 45 days after the Effective Date (or such longer time up to 90 days after the Effective Date as may be required for the Company to prepare the necessary financial statements), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the "Initial Shelf Registration") covering all of the Registrable Securities and providing for the sale of the Registrable Securities by the Holders thereof and (ii) use its commercially reasonable best efforts to have such Initial Shelf Registration declared effective by the Commission as promptly as practicable thereafter.
Initial Shelf Registration. The Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Shares (the "INITIAL SHELF REGISTRATION"). The Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Shares for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). Except to the extent required by any agreement to which the Company is a party, the Company shall not permit any securities other than the Registrable Shares to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Registrable Shares covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Shares has been declared effective under the Securities Act.
Initial Shelf Registration. 7 (b) SUBSEQUENT SHELF REGISTRATIONS.....................................8 (c)
Initial Shelf Registration. As soon as possible after the first year anniversary of the IPO Closing Date and in any event prior to the 15-month anniversary of the IPO Closing Date, the Company shall file with the SEC one or more registration statements on Form S-3 or such other registration form as is then available to the Company (each, a “Shelf Registration”) registering a sufficient number of shares of Class A Common Stock to permit secondary sales of all Class A Common Stock pursuant to Section 3.03. The Company shall use its reasonable best efforts, prior to the 15-month anniversary of the IPO Closing Date and in any event as soon as possible after the first anniversary of the IPO Closing Date, to cause such Shelf Registration to be declared effective under the Securities Act by the SEC.
