Common use of Mandatory Resale Registration Clause in Contracts

Mandatory Resale Registration. (i) At any time on or after the date that is 90 days after the Closing Date, upon the written request (a “Notice”) of any of (a) Alerian Opportunity Partners IV, LP, Alerian Opportunity Partners IX, L.P., Alerian Focus Partners, LP and Alerian Capital Partners, LP (collectively, “Alerian”), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Xxxxxxx MLP Opportunity Fund I, LP, The Xxxxxxx XX Strategies Fund, LP and Bel Air MLP Energy Infrastructure Fund, LP (collectively, “Swank”), (c) Tortoise Capital Resources Corporation and Tortoise Gas and Oil Corporation (collectively, “Tortoise”), or (d) the Holders of a majority of the then outstanding Registrable Securities, the Company shall file with the Commission as soon as reasonably practicable following the Notice (but in no event later than the date that is 90 days after the Notice) a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company, including Form S-3, providing for the resale of any Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Resale Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the Commission within 210 days after the initial filing of the Resale Registration Statement, provided that sales pursuant to the Resale Registration Statement shall be subject to the restrictions in Section 2(d)(iv) to the extent applicable. Any Resale Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Holders of any and all Registrable Securities. Subject to the other provisions of this Agreement, the Company shall cause the Resale Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Resale Registration Statement is first declared effective under the Securities Act and ending on the date on which all Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”).

Mandatory Resale Registration. (i) At any time on or after the date that is 90 days after the Closing Date, upon Upon the written request (a “Notice”) of any of (a) Alerian Opportunity Partners IV, LP, Alerian Opportunity Partners IX, L.P., Alerian Focus Partners, LP and Alerian Capital Partners, LP (collectively, “Alerian”), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Xxxxxxx MLP Opportunity Fund I, LP, The Xxxxxxx XX Strategies Fund, LP and Bel Air MLP Energy Infrastructure Fund, LP (collectively, “Swank”), (c) Tortoise Capital Resources Corporation and Tortoise Gas and Oil Corporation (collectively, “Tortoise”), or (d) the Holders of a majority of the then outstanding Registrable SecuritiesShares, the Company shall file agrees, as set forth in Section 4 hereof, to cause to be filed with the Commission as soon as reasonably practicable following the Notice after such request (but in no event later than the date that is 90 60 days after the Notice) a shelf date of request), one resale Registration Statement on Form S-1 F-1 or such other form under the Securities Act then available to the Company, including Form S-3, Company providing for the resale of any the outstanding Registrable Securities Shares pursuant to Rule 415 from time to time by the Holders (a “Resale Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the Commission within 210 days as soon as practicable after the initial filing thereof and to remain effective, subject to Section 5 hereof, until the earlier of (A) such time as all Registrable Shares covered thereby have been sold in accordance with the intended distribution of such Registrable Shares, (B) there are no Registrable Shares outstanding or (C) the first anniversary of the Resale Registration Statement, provided that sales pursuant to the effective date of such Resale Registration Statement shall be (subject to the restrictions extension as provided in Section 2(d)(iv5(c) hereof and the condition that the Registrable Shares are listed on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 4(n) of this Agreement, or on an alternative trading system with the extent applicable. Any Registrable Shares qualified under the applicable state securities or “blue sky” laws of all fifty (50) states); provided, however, that if the Company has an effective Resale Registration Statement on Form F-1 (or other form then available to the Company) under the Securities Act and becomes eligible to use Form F-3 or such other short-form registration statement form under the Securities Act, the Company may, upon thirty (30) Business Days prior written notice to all Holders, register any Registrable Shares registered but not yet distributed under the effective Resale Registration Statement on such a short-form shelf registration statement (a “Shelf Registration Statement”) and, once the short-form Shelf Registration Statement is declared effective, withdraw the previous Registration Statement and, if permitted, transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Resale Registration Statement notifies the Company within fifteen (15) Business Days of receipt of the Company notice that it intends to file a new Registration Statement that withdrawal of the initial Resale Registration Statement would interfere with its distribution of Registrable Shares already in progress, in which case, the Company shall delay the effectiveness of the Shelf Registration Statement and termination of the then-effective initial Resale Registration Statement for a period of not less than thirty (30) days from the date that the Company receives the notice from such Holders requesting a delay. . Any Registration Statement providing for distribution pursuant to Rule 415 shall provide for the resale from time to time, subject to Section 4(a), and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable SecuritiesShares. Subject The Company shall not be obligated to maintain the other provisions effectiveness of any Shelf Registration Statement beyond the first anniversary of the effective date of the Initial Resale Registration Statement (subject to extension as provided in Section 5(c) hereof and the condition that the Registrable Shares have been transferred to an unrestricted CUSIP and are listed on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 4(n) of this Agreement, or on an alternative trading system with the Company shall cause Registrable Shares qualified under the Resale Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale applicable state securities or “blue sky” laws of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Resale Registration Statement is first declared effective under the Securities Act and ending on the date on which all Registrable Securities have ceased to be Registrable Securities fifty (the “Effectiveness Period”50) states).

Mandatory Resale Registration. (i) At any time on or after the date that is 90 days after the Closing Date, upon the written request (a “Notice”) of any of (a) Alerian Opportunity Partners IV, LP, Alerian Opportunity Partners IX, L.P., Alerian Focus Partners, LP and Alerian Capital Partners, LP (collectively, “Alerian”), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Xxxxxxx MLP Opportunity Fund I, LP, The Xxxxxxx XX Strategies Fund, LP and Bel Air MLP Energy Infrastructure Fund, LP (collectively, “Swank”), (c) Tortoise Capital Resources Corporation and Tortoise Gas and Oil North American Energy Corporation (collectively, “Tortoise”), or (d) the Holders of a majority of the then outstanding Registrable Securities, the Company shall file with the Commission as soon as reasonably practicable following the Notice (but in no event later than the date that is 90 days after the Notice) a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company, including Form S-3, providing for the resale of any Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Resale Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the Commission within 210 days after the initial filing of the Resale Registration Statement, provided that sales pursuant to the Resale Registration Statement shall be subject to the restrictions in Section 2(d)(iv) to the extent applicable. Any Resale Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Holders of any and all Registrable Securities. Subject to the other provisions of this Agreement, the Company shall cause the Resale Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Resale Registration Statement is first declared effective under the Securities Act and ending on the date on which all Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”).

Mandatory Resale Registration. (i) At any time on or after the date that is 90 days after the Closing Date, upon Upon the written request (a “Notice”) of any of (a) Alerian Opportunity Partners IV, LP, Alerian Opportunity Partners IX, L.P., Alerian Focus Partners, LP and Alerian Capital Partners, LP (collectively, “Alerian”), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Xxxxxxx MLP Opportunity Fund I, LP, The Xxxxxxx XX Strategies Fund, LP and Bel Air MLP Energy Infrastructure Fund, LP (collectively, “Swank”), (c) Tortoise Capital Resources Corporation and Tortoise Gas and Oil Corporation (collectively, “Tortoise”), or (d) the Holders of a majority of the then outstanding Registrable SecuritiesShares, the Company shall file agrees, as set forth in Section 4 hereof, to cause to be filed with the Commission as soon as reasonably practicable following the Notice after such request (but in no event later than the date that is 90 60 days after the Notice) a shelf date of request), one resale Registration Statement on Form S-1 F-1 or such other form under the Securities Act then available to the Company, including Form S-3, Company providing for the resale of any the outstanding Registrable Securities Shares pursuant to Rule 415 from time to time by the Holders (a “"Resale Registration Statement”"). The Company shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the Commission within 210 days as soon as practicable after the initial filing thereof and to remain effective, subject to Section 5 hereof, until the earlier of (A) such time as all Registrable Shares covered thereby have been sold in accordance with the intended distribution of such Registrable Shares, (B) there are no Registrable Shares outstanding or (C) the first anniversary of the Resale Registration Statement, provided that sales pursuant to the effective date of such Resale Registration Statement shall be (subject to the restrictions extension as provided in Section 2(d)(iv5(c) hereof and the condition that the Registrable Shares are listed on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 4(n) of this Agreement, or on an alternative trading system with the extent applicable. Any Registrable Shares qualified under the applicable state securities or "blue sky" laws of all fifty (50) states); provided, however, that if the Company has an effective Resale Registration Statement on Form F-1 (or other form then available to the Company) under the Securities Act and becomes eligible to use Form F-3 or such other short-form registration statement form under the Securities Act, the Company may, upon thirty (30) Business Days prior written notice to all Holders, register any Registrable Shares registered but not yet distributed under the effective Resale Registration Statement on such a short-form shelf registration statement (a "Shelf Registration Statement") and, once the short-form Shelf Registration Statement is declared effective, withdraw the previous Registration Statement and, if permitted, transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Resale Registration Statement notifies the Company within fifteen (15) Business Days of receipt of the Company notice that it intends to file a new Registration Statement that withdrawal of the initial Resale Registration Statement would interfere with its distribution of Registrable Shares already in progress, in which case, the Company shall delay the effectiveness of the Shelf Registration Statement and termination of the then-effective initial Resale Registration Statement for a period of not less than thirty (30) days from the date that the Company receives the notice from such Holders requesting a delay. . Any Registration Statement providing for distribution pursuant to Rule 415 shall provide for the resale from time to time, subject to Section 4(a), and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable SecuritiesShares. Subject The Company shall not be obligated to maintain the other provisions effectiveness of any Shelf Registration Statement beyond the first anniversary of the effective date of the Initial Resale Registration Statement (subject to extension as provided in Section 5(c) hereof and the condition that the Registrable Shares have been transferred to an unrestricted CUSIP and are listed on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 4(n) of this Agreement, or on an alternative trading system with the Company shall cause Registrable Shares qualified under the Resale Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale applicable state securities or "blue sky" laws of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Resale Registration Statement is first declared effective under the Securities Act and ending on the date on which all Registrable Securities have ceased to be Registrable Securities fifty (the “Effectiveness Period”50) states).

Mandatory Resale Registration. In the event that (i) At any time on the Company determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not permitted or may not be completed as soon as practicable after the date that is 90 days after last Exchange Date because it would violate any applicable law or applicable interpretations of the Closing DateStaff, or because the Exchange Shares received by Holders are not or would not be, upon receipt, transferable by each such Holder without need for further compliance with Section 5 of the written request Securities Act (except for the requirements to deliver a “Notice”) of Prospectus in connection with any of (a) Alerian Opportunity Partners IV, LP, Alerian Opportunity Partners IX, L.P., Alerian Focus Partners, LP and Alerian Capital Partners, LP (collectively, “Alerian”resale by a Participating Broker-Dealer), (bii) Swank MLP Convergence Fundthe Exchange Offer is not for any other reason completed by December 1, LP, Swank Investment Partners, LP, The Xxxxxxx MLP Opportunity Fund I, LP, The Xxxxxxx XX Strategies Fund, LP and Bel Air MLP Energy Infrastructure Fund, LP (collectively, “Swank”), (c) Tortoise Capital Resources Corporation and Tortoise Gas and Oil Corporation (collectively, “Tortoise”), 2010 or (diii) the Holders of a majority upon completion of the then outstanding Exchange Offer any of the Participants above shall so request in connection with any offering or sale of Registrable SecuritiesShares initially purchased by it pursuant to the Purchase/Placement Agreement, the Company shall file agrees, as set forth in Section 5 hereof, to cause to be filed with the Commission as soon as reasonably practicable following after such determination, date or request, as the Notice case may be (but in no event later than the date that is 90 60 days after the Notice) a shelf date of the earlier of such determination, date or request), one resale Registration Statement on Form S-1 F-l or such other form under the Securities Act then available to the Company, including Form S-3, Company providing for the resale of any the outstanding Registrable Securities Shares pursuant to Rule 415 from time to time by the Holders (a “Resale Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the Commission within 210 days as soon as practicable after the initial filing thereof and to remain effective, subject to Section 6 hereof, until the earlier of (A) such time as all Registrable Shares covered thereby have been sold in accordance with the intended distribution of such Registrable Shares, (B) there are no Registrable Shares outstanding or (C) the first anniversary of the Resale Registration Statement, provided that sales pursuant to the effective date of such Resale Registration Statement shall be (subject to the restrictions extension as provided in Section 2(d)(iv6(c) hereof and the condition that the Registrable Shares have been transferred to an unrestricted CUSIP and are listed on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 5(n) of this Agreement, or on an alternative trading system with the Registrable Shares qualified under the applicable state securities or “blue sky” laws of all fifty (50) states); provided, however, that if the Company has an effective Resale Registration Statement on Form F-1 (or other form then available to the extent Company) under the Securities Act and becomes eligible to use Form F-3 or such other short-form registration statement form under the Securities Act, the Company may, upon thirty (30) Business Days prior written notice to all Holders, register any Registrable Shares registered but not yet distributed under the effective Resale Registration Statement on such a short-form shelf registration statement (a “Shelf Registration Statement”) and, once the short-form Shelf Registration Statement is declared effective, withdraw the previous Registration Statement and, if permitted, transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Resale Registration Statement notifies the Company within fifteen (15) Business Days of receipt of the Company notice that it intends to file a new Registration Statement that withdrawal of the initial Resale Registration Statement would interfere with its distribution of Registrable Shares already in progress, in which case, the Company shall delay the effectiveness of the Shelf Registration Statement and termination of the then-effective initial Resale Registration Statement for a period of not less than thirty (30) days from the date that the Company receives the notice from such Holders requesting a delay. Any Resale Shelf Registration Statement shall provide for the resale from time to time, subject to Section 5(a), and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable SecuritiesShares. Subject The Company shall not be obligated to maintain the other provisions effectiveness of any Shelf Registration Statement beyond the first anniversary of the effective date of the Initial Resale Registration Statement (subject to extension as provided in Section 6(c) hereof and the condition that the Registrable Shares have been transferred to an unrestricted CUSIP and are listed on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 5(n) of this Agreement, or on an alternative trading system with the Registrable Shares qualified under the applicable state securities or “blue sky” laws of all fifty (50) states). If the Company receives reasonable advance notice that it will be required to file a Resale Registration Statement pursuant to clause (iii) of the preceding paragraph, the Company shall cause the Resale Registration Statement filed pursuant use its reasonable best efforts to this Section 2(a)(i) to be continuously effective, supplemented file and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Resale Registration Statement is first declared have become effective under the Securities Act and ending on the date on which both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities have ceased Shares that may be exchanged pursuant to the Exchange Offer and a Resale Registration Statement (which may be a combined Resale Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities (Shares held by the “Effectiveness Period”)Participants after completion of the Exchange Offer.

Mandatory Resale Registration. (i) At any time on or after the date that is 90 days after the Closing Date, upon Upon (x) the written request (a “Notice”) of any one or more of (a) Alerian Opportunity Partners IVthe White Deer Stockholders or their respective assigns, LP, Alerian Opportunity Partners IX, L.P., Alerian Focus Partners, LP and Alerian Capital Partners, LP (collectively, “Alerian”), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Xxxxxxx MLP Opportunity Fund I, LP, The Xxxxxxx XX Strategies Fund, LP and Bel Air MLP Energy Infrastructure Fund, LP (collectively, “Swank”), (c) Tortoise Capital Resources Corporation and Tortoise Gas and Oil Corporation (collectively, “Tortoise”), holding individually or (d) the Holders of collectively at least a majority of the then outstanding Registrable SecuritiesSecurities held by the White Deer Stockholders and their assigns or (y) a Notice of CECG or its assigns, the Company Corporation shall file with the Commission as soon as reasonably practicable following the Notice (but in no event later than the date that is 90 days after the Notice) a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the CompanyAct, including Form S-3within 30 days after receiving such Notice, a registration statement on an appropriate form providing for the resale of any Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Resale Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the Commission within 210 120 days after the initial filing of the Resale Registration Statementthereof, provided that sales pursuant to the Resale Registration Statement shall be subject to the restrictions in Section 2(d)(iv) to the extent applicable. Any Resale Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Holders of any and all Registrable Securities. Subject to the other provisions of this Agreement, the Company Corporation shall cause the Resale Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Resale Registration Statement is first declared effective under the Securities Act and ending on the date on which all Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”).