Common use of Initial Shelf Registration Clause in Contracts

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 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 carefully prepare and cause to be filed file 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 SEC, as soon as practicable after following the Effectiveness Effective Date (but no later than 60 days from the Effective Date. The Company agrees ), a Registration Statement for an offering to use be made on a continuous basis pursuant to Rule 415 covering all reasonable efforts to cause of the Registrable Securities then outstanding (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"Registration”). The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities for resale by such holders the Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration. The Company shall use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Act as soon as practical after the Effective Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the fifth anniversary of the Effective Date (the “Effectiveness Period”), or such shorter period ending when on the earlier of the date on which (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant theretoin the manner set forth and as contemplated in the Initial Shelf Registration, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Short Form Registration covering all of the Registrable Securities has been declared effective under the Act or (iii) all Registrable Securities Actmay be immediately sold pursuant to Rule 144(k), provided that the Company has obtained an opinion to such effect from counsel reasonably acceptable to such Holder.

Initial Shelf Registration. The Company agrees thatshall, upon under the request of any Initiating Holder made at any time after the Effectiveness Datecircumstances set forth in Section 2(i), the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of 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 ). The Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as soon promptly as practicable after possible following the Effectiveness request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration shall be an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding (including, without limitation, one or more under written offerings). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months as promptly as practicable 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 filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company Issuers shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of 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 Notes (the "Initial Shelf RegistrationINITIAL SHELF REGISTRATION") on or as soon as practicable after the Effectiveness Date). The Company agrees to Issuers shall use all reasonable their best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use all reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Notes has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon shall prepare and file with the request SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of any Initiating Holder made at any time after the Effectiveness DateRegistrable Notes (the "INITIAL SHELF REGISTRATION"). If the Company shall have not yet filed an Exchange Registration Statement, the Company shall use all reasonable its best efforts to prepare and cause to be filed file 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 SEC the Initial Shelf Registration on or prior to be declared effective under the Securities Act within three months after it is filed Filing Date. In any other instance, the Company shall use its best efforts to file with the Commission (SEC the "Initial Shelf Registration Statement")within 30 days of the delivery of the Shelf Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use all reasonable 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 Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (z) a Subsequent in the manner set forth and as contemplated in the Initial Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.or

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 file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of 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 shall use all reasonable its best efforts to cause file the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (Shelf Notice or as promptly as possible following the "Initial Shelf Registration Statement")request of the Purchaser. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in no event later than 60 days after the filing of the Initial Shelf Registration and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 18 months from the Effectiveness Date (subject to extension pursuant to the penultimate paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant theretosold, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act or (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act.

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 file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of 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 an appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the third year anniversary of the Closing Date (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, to the Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act.; provided, that the Company may suspend the effectiveness of a Shelf Registration for a period not to exceed 45 days in any calendar year (a "Shelf Blackout Period"), and the three year period specified above shall be extended by

Initial Shelf Registration. The Company agrees that, upon shall prepare and file with the request SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of any Initiating Holder made at any time after the Effectiveness Date, Registrable Preferred Stock (the "INITIAL SHELF REGISTRATION"). The Company shall use all reasonable its best efforts to prepare and cause to be filed file 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 SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Preferred Stock for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Preferred Stock to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Preferred Stock covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Preferred Stock has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company Obligors shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of 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 Notes (the "Initial Shelf RegistrationINITIAL SHELF REGISTRATION") on or as soon as practicable after the Effectiveness Date). The Company agrees to Obligors shall use all reasonable their best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Obligors shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Obligors shall use all reasonable their 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 Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS Period"), or such shorter period ending when (xi) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Notes has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees thatshall, upon under the request of any Initiating Holder made at any time after the Effectiveness Datecircumstances set forth in Section 2(i), the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of 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 ). The Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as soon promptly as practicable after possible following the Effectiveness request of the Purchaser or, if later, by the Filing Date. The Initial Shelf Registration shall be an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding (including, without limitation, one or more under written offerings). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months as promptly as practicable 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 filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.