Common use of Initial Shelf Registrations Clause in Contracts

Initial Shelf Registrations. (a) The Company shall prepare a Shelf Registration Statement (the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than seventy-five (75) days after the Plan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the ninetieth (90th) day following the Plan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the seventy-fifth day after the Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least fifteen percent (15%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation as a Well-Known Seasoned Issuer eligible to use an Automatic Shelf Registration Statement) or another appropriate form, the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or another appropriate form or file a Shelf Registration Statement on Form S-3 or another appropriate form in substitution of the Initial Shelf Registration Statement as initially filed. (d) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the expiration of one (1) year following Effective Date of the Initial Shelf Registration Statement, provided that if at the time the Company is eligible to register the Registrable Securities for resale by the Holders on Form S-3 or another appropriate form, such date shall be extended to three (3) years following the Effective Date of the Initial Shelf Registration Statement; and (ii) the date that all securities covered by such Shelf Registration Statement shall cease to be Registrable Securities. In the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Initial Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (e) Upon the request of one or more Holders, and subject to Section 4(e) hereof, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner described in this Agreement, provided that either (i) the number of Registrable Securities included in such “takedown” shall equal at least fifteen percent (15%) of the Initial Registrable Securities Number, or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 million.

Initial Shelf Registrations. (a) The Company shall prepare a Shelf Registration Statement (the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement all of the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than seventy-five (75) days after the Plan Effective DateHolder. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the ninetieth (90th) day following the Plan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (x) if the Holder requests that the Company not effect, and have not by the seventy-fifth day after the Plan Effective Date revoked thereby postpone, such request by written notice to the Companyfiling, or (y) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least fifteen percent (15%) of all Registrable Securities, and such Holders otherwise Holder has not timely comply complied with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders Holder on Form S-3 (including without limitation as a Well-Known Seasoned Issuer eligible to use an Automatic Shelf Registration Statement) or another appropriate form, the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or another appropriate form or file a Shelf Registration Statement on Form S-3 or another appropriate form in substitution of the Initial Shelf Registration Statement as initially filed. (dc) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the expiration of one (1) year following Effective Date of the Initial Shelf Registration Statement, provided that if at the time the Company is eligible to register the Registrable Securities for resale by the Holders Holder on Form S-3 or another appropriate form, such date shall be extended to three (3) years following the Effective Date of the Initial Shelf Registration Statement; and (ii) the date that all securities covered by such Shelf Registration Statement shall cease to be Registrable Securities. In the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Initial Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (d) In the event that the Company files a registration statement under the Securities Act other than the Initial Shelf Registration Statement pursuant to Section 2(a) (an “Alternative Shelf Registration Statement”) within the period contemplated by Section 2(a) (whether on behalf of itself or other holders of Shares), then the Company may elect, in its sole discretion, in lieu of filing the Initial Shelf Registration Statement, to include the Registrable Securities on such Alternative Shelf Registration Statement so long as such Alternative Shelf Registration Statement is on terms consistent with this Section 2 and does not otherwise adversely affect the Holder’s rights hereunder. (e) Upon In the request event that the Holder requests that the Company not effect the filing of one or the Initial Shelf Registration Statement as contemplated in Section 2(a)(x) in order to postpone such filing so as to better allow for the Holder to manage its contemplated liquidation proceeding in accordance with the Plan, the Holder shall be entitled to request, at any time but not more Holdersthan once, that the Company file a registration statement covering the resale of the Holder’s Registrable Securities, and subject to Section 4(e) hereofupon receipt of such request, the Company shall facilitate a “takedown” use its commercially reasonable efforts to file such registration statement as promptly as practicable, and otherwise comply with all of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner described in its obligations under this Agreement, provided that either (i) the number of Registrable Securities included in Agreement with respect to such “takedown” shall equal at least fifteen percent (15%) of registration statement treating such registration statement as the Initial Registrable Securities Number, or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 millionShelf Registration Statement.

Initial Shelf Registrations. (a) The Company shall prepare a Shelf Registration Statement (the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than seventy-five (75) days after the Plan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the ninetieth (90th) day following the Plan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the seventy-fifth day after the Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least fifteen percent (15%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate formS-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation as a Well-Known Seasoned Issuer eligible to use an Automatic Shelf Registration Statement) or another appropriate form), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or another appropriate form or file a Shelf Registration Statement on Form S-3 or another appropriate form in substitution of the Initial Shelf Registration Statement as initially filed. (d) The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the expiration of one (1) year following Effective Date of the Initial Shelf Registration Statement, provided that if at the time the Company is eligible to register the Registrable Securities for resale by the Holders on Form S-3 or another appropriate formS‑3, such date shall be extended to three (3) years following the Effective Date of the Initial Shelf Registration Statement; and (ii) the date that all securities covered by such Shelf Registration Statement shall cease to be Registrable Securities. In the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Initial Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (e) Upon the request demand of one or more Holders, and subject to Section 4(e) hereof, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner described in this Agreement, provided that either (i) the number of Registrable Securities shares included in such “takedown” shall equal at least fifteen percent (15%) of the Initial Registrable Securities Number, or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 50 million.

Initial Shelf Registrations. (a) The Company shall prepare a Shelf Registration Statement (the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement all of the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than seventy-five (75) days after the Plan Effective DateHolder. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the ninetieth (90th) day following the Plan Effective Datedate hereof; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (x) if the Holder requests that the Company not effect, and have not by the seventy-fifth day after the Plan Effective Date revoked thereby postpone, such request by written notice to the Companyfiling, or (y) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least fifteen percent (15%) of all Registrable Securities, and such Holders otherwise Holder has not timely comply complied with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders Holder on Form S-3 (including without limitation as a Well-Known Seasoned Issuer eligible to use an Automatic Shelf Registration Statement) or another appropriate form, the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or another appropriate form or file a Shelf Registration Statement on Form S-3 or another appropriate form in substitution of the Initial Shelf Registration Statement as initially filed. (dc) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the expiration of one (1) year following Effective Date of the Initial Shelf Registration Statement, provided that if at the time the Company is eligible to register the Registrable Securities for resale by the Holders Holder on Form S-3 or another appropriate form, such date shall be extended to three (3) years following the Effective Date of the Initial Shelf Registration Statement; and (ii) the date that all securities covered by such Shelf Registration Statement shall cease to be Registrable Securities. In the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Initial Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (d) In the event that the Company files a registration statement under the Securities Act other than the Initial Shelf Registration Statement pursuant to Section 2(a) (an “Alternative Shelf Registration Statement”) within the period contemplated by Section 2(a) (whether on behalf of itself or other holders of Shares), then the Company may elect, in its sole discretion, in lieu of filing the Initial Shelf Registration Statement, to include the Registrable Securities on such Alternative Shelf Registration Statement so long as such Alternative Shelf Registration Statement is on terms consistent with this Section 2 and does not otherwise adversely affect the Holder’s rights hereunder. (e) Upon In the request event that the Holder (acting by and through the Liquidators) requests that the Company not effect the filing of one or the Initial Shelf Registration Statement as contemplated in Section 2(a)(x) in order to postpone such filing so as to better allow for the Liquidators to manage its liquidation in accordance with the Plan, the Holder (acting by and through the Liquidators) shall be entitled to request, at any time but not more Holdersthan once, that the Company file a registration statement covering the resale of the Holder’s Registrable Securities, and subject to Section 4(e) hereofupon receipt of such request, the Company shall facilitate a “takedown” use its commercially reasonable efforts to file such registration statement as promptly as practicable, and otherwise comply with all of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner described in its obligations under this Agreement, provided that either (i) the number of Registrable Securities included in Agreement with respect to such “takedown” shall equal at least fifteen percent (15%) of registration statement treating such registration statement as the Initial Registrable Securities Number, or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 millionShelf Registration Statement.