Common use of Initial Shelf Registration Clause in Contracts

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. (a) The Company General Partner shall file within twenty (20) Business Days of the Closing, a Registration Statement for a shelf Registration Statement "shelf" registration statement with respect to all Registrable Securities on Form F-1 (in accordance with and any appropriate form pursuant to Rule 415 promulgated (or similar rule that may be adopted by the Commission) under the Securities Act (the "Initial Shelf Registration") on or any successor rule then in effect)within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the “Form F-1 Shelf”issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) orif required by any Rights Holder, 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 such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (determined i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of two Distribution" of the Registrable Securities; and (2ii) Business Days prior to such filing) on a delayed make all required filings of any prospectus supplement or continuous basis and shall use reasonable best efforts to cause such Shelf to be declared post-effective amendment 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 matters to be included therein pursuant to any method in such prospectus supplement 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 post-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 2.1.1amendment.

Initial Shelf Registration. The Provided (i) the Company is S-3 Shelf Eligible and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), the Company shall use its reasonable best efforts to file within twenty (20) Business Days of the Closingand make effective as soon as practicable, a Registration Statement for a shelf Registration Statement on Form F-1 (in accordance with and S-3 for an offering on a delayed or continuous basis 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 “ShelfShelf Registration”), in each case, covering the resale with respect to all of all the Registrable Securities Securities. The Company shall promptly give notice (determined as of two via facsimile or electronic transmission) at least ten (210) Business Days prior to the anticipated filing date of such filingShelf Registration to all Holders of Registrable Securities, and offer such Holders the opportunity to register the number of Registrable Securities as each such Holder may request by written notice to the Company, given within five (5) on a delayed or continuous basis and Business Days after such Holders are given the Company’s notice of the Shelf Registration. The “Plan of Distribution” section of such Shelf Registration shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including Alternative Transactions. With respect to each Shelf Registration, the Company shall use its reasonable best efforts to cause such Registration Statement to remain effective until the date set forth in Section 3.1(ii). No Holder shall be entitled to include any of its Registrable Securities in a Shelf to be declared effective as soon as practicable thereafter, but Registration unless such Holder has complied with Section 3.19. The obligations set forth in no event later than the earlier of (i) sixty (60) days following the filing deadline (or ninety (90) days after the filing deadline this Section 2.2.1 shall not apply if the Company has a currently effective Automatic Shelf Registration Statement is reviewed by, covering all Registrable Securities in accordance with Section 2.2.6 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 has otherwise complied with its obligations pursuant to this Section 2. The rights of with respect to any Shelf Registration Statement will not be “reviewed” or will not shall 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 toSuspension Periods, 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 provided in 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 2.1.12.6.

Initial Shelf Registration. The Company shall prepare and file within twenty (20) Business Days of with the Closing, SEC a Registration Statement for an offering to be made on a shelf Registration Statement on Form F-1 (in accordance with and continuous basis pursuant to Rule 415 promulgated covering all of the Registrable Notes (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 Notes for resale by such 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). other than any securities requested by the holders thereof to be included in such registration pursuant to that Registration Rights and Stockholders Agreement, dated as of May 9, 1996, among the Company, Letixxx Xxxporation, a Delaware corporation, and the purchasers of the Company's Senior Subordinated Notes due 2004 in an aggregate principal amount of $25,000,000 and warrants to purchase shares of the Common Stock, $.01 par value per share, of the Company, the Company shall use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act (on or any successor rule then in effect)) (prior to the “Form F-1 Shelf”) or, if Effectiveness Date and to keep the Company is eligible to use a Initial Shelf Registration Statement on Form F-3, a shelf Registration Statement on Form F-3 (in accordance with and pursuant to Rule 415 promulgated continuously effective under the Securities Act (or any successor rule then in effect)) until two years from the Issue Date (the “Form F-3 Shelf” and together with the Form F-1 Shelf, each a “Shelf”"EFFECTIVENESS PERIOD"), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to or 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 shorter period ending when (i) sixty (60) days following all Registrable Notes covered by the filing deadline (Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration 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 a Subsequent Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale covering all of the Registrable Notes has been declared effective under the 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 2.1.1Act.

Initial Shelf Registration. The Company and the Subsidiary shall prepare and file within twenty (20) Business Days of with the Closing, SEC a Registration Statement for an offering to be made on a shelf Registration Statement on Form F-1 (in accordance with and continuous basis pursuant to Rule 415 promulgated under covering all of the Securities Act Registrable Notes (the "Initial Shelf Registration"). If the Company and the Subsidiary shall have not yet filed an Exchange Registration Statement, each of the Company and the Subsidiary shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. In any other instance, each of the Company and the Subsidiary shall use its reasonable 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-3 (if applicable, or Form S-1, if not available) or another appropriate form permitting registration of such Registrable Notes for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Subsidiary shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any successor rule then in effect)) (the “Form F-1 Shelf”) or, if Subsequent Shelf Registration. Each of 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 Subsidiary shall use its reasonable best efforts to cause such the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter, but thereafter and in no event later than 60 days after filing of the earlier Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the second anniversary of the Issue Date (subject to extension pursuant to the last paragraph of Section 5 hereof), or such shorter period ending when (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) all Registrable Notes covered 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

Initial Shelf Registration. The Company and the Guarantors shall prepare and file within twenty (20) Business Days of with the Closing, SEC a Registration Statement for an offering to be made on a shelf Registration Statement on Form F-1 (in accordance with and continuous basis pursuant to Rule 415 promulgated covering all of the Registrable Securities (the "Initial Shelf Registration"). If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Initial Purchaser. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting regis- tration 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 and the Guarantors shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use their best efforts to cause the Initial Shelf Registration to be declared effective under the Securi- ties Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months from the Effectiveness Date (or any successor rule then in effect)subject to extension pursuant to the last paragraph of Section 6 hereof) (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”"Effectiveness Period"), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to or 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 shorter period ending when (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.Registrable

Initial Shelf Registration. The Company shall shall, under the circumstances set forth in Section 2(i), prepare and file within twenty (20) Business Days of with the Closing, SEC a Registration Xxxxxxxx- tion Statement for an offering to be made on a shelf Registration Statement on Form F-1 (in accordance with and continuous basis pursuant to Rule 415 promulgated covering all of the Registrable Securities (the "Initial Shelf Registration"). 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 promptly as possible following the 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 liquidation preference of the securities then outstanding (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 its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act (or any successor rule then in effect)) (as promptly as practicable after the “Form F-1 Shelf”) or, if filing thereof and to keep the Company is eligible to use a Initial Shelf Registration Statement on Form F-3, a shelf Registration Statement on Form F-3 (in accordance with and pursuant to Rule 415 promulgated continuously effective under the Securities Act until the date that is 24 months from the Effectiveness Date (or any successor rule then in effect)subject to extension pursuant to the last paragraph of Section 6 hereof) (the “Form F-3 Shelf” and together with the Form F-1 Shelf, each a “Shelf”"Effectiveness Period"), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to or 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 shorter period ending when (i) sixty (60) days following all Registrable Securities covered by the filing deadline (Initial Shelf Registration have been sold 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 a Subsequent Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale covering all 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 has been declared effective under 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 2.1.1Securities Act.

Initial Shelf Registration. The Company shall file with the Commission within twenty forty-five (2045) Business Days days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a Registration Statement for a shelf 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)) S-1 (the “Form F-1 S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3S-3, a shelf 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)) S-3 (the “Form F-3 Shelf” and together with the Form F-1 Shelf, each a “S-3 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 reviewbasis. 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 The Company shall use its commercially reasonable efforts to maintain a Shelf in accordance with the contrary hereinterms of this Agreement, and shall use its commercially reasonable efforts to prepare and file with the extent Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there is an effective Shelf under this subsection 2.1.6, covering all of a Holder’s or Holders’ are no longer any Registrable Securities, such Holder subject to Section 3.4 hereof. In the event the Company files a Form S-1 Shelf, the Company shall not have rights use its commercially reasonable efforts to make convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Demand Registration with respect Form S-3 Shelf as soon as practicable after the Company is eligible to subsection 2.1.1use Form S-3, or any similar short form registration. Notwithstanding anything to the contrary herein, to the extent there is an effective active Form S-3 Shelf under this subsection 2.1.62.3.1, 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 ShelfOffering, such Underwritten Offering shall follow the procedures of Section 2.1 (including subsections 2.1.3 and 2.1.4), but such Underwritten Offering subsection 2.3.4. The Company shall be made have the right to remove any persons no longer holding Registrable Securities from the Shelf and shall not count against the number or any other shelf registration statement by means of Demand Registrations that may be made pursuant to subsection 2.1.1a post-effective amendment.

Initial Shelf Registration. The Company shall shall, under the circumstances set forth in Section 2(i), prepare and file within twenty (20) Business Days of with the Closing, SEC a Registration Statement for an offering to be made on a shelf Registration Statement on Form F-1 (in accordance with and continuous basis pursuant to Rule 415 promulgated covering all of the Registrable Securities (the "Initial Shelf Registration"). 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 promptly as possible following the request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration shall be on 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 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 its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act (or any successor rule then in effect)) (as promptly as practicable after the “Form F-1 Shelf”) or, if filing thereof and to keep the Company is eligible to use a Initial Shelf Registration Statement on Form F-3, a shelf Registration Statement on Form F-3 (in accordance with and pursuant to Rule 415 promulgated continuously effective under the Securities Act until the date that is 24 months from the Effectiveness Date (or any successor rule then in effect)subject to extension pursuant to the last paragraph of Section 6 hereof) (the “Form F-3 Shelf” and together with the Form F-1 Shelf, each a “Shelf”"Effectiveness Period"), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to or 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 shorter period ending when (i) sixty (60) days following all Registrable Securities covered by the filing deadline (Initial Shelf Registration have been sold 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 a Subsequent Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale covering all 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 has been declared effective under 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 2.1.1Securities Act.