Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than thirty (30) days following the Closing Time, a shelf Registration Statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following such filing. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than thirty (30) days following the Closing Time, a shelf Registration Statement on Form S-3 S-11 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the a “Mandatory Shelf Registration Statement”) as soon as reasonably practicable following the date of this Agreement but in no event later than the date that is three hundred sixty five (365) days after the date of this Agreement (the “Shelf Filing Date”); provided that, upon approval of the Board of Trustees, the Company shall have the right to defer the Shelf Filing Date for up to one hundred eighty (180) days. The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following such filingafter the initial filing thereof but in no event, subject to Section 2(b)(iii) below, later than the date that is one hundred eighty (180) days after the initial filing thereof. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, purchasers or a sale through brokers or agents, or a sale which may include sales over the internet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than thirty one hundred twenty (30120) days following the Initial Closing Time, a shelf Registration Statement on Form S-3 S-11 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- pre-and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “"Mandatory Shelf Registration Statement”"). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following such filing. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to use its best efforts to file with the Commission as soon as reasonably practicable, but in no event later than thirty (30) days SEC promptly following the Closing Timeearlier to occur of (i) June 8, 2007, or (ii) nine (9) months after completion of the IPO, a shelf Shelf Registration Statement on Form S-3 N-2 or such other form under the Securities Act then available to the Company providing for the resale resale, pursuant to Rule 415 415, from time to time by the Holders of any and all Registrable Shares Securities (including for the avoidance of doubt any Additional Shares Securities that are issued prior to the effectiveness of such shelf Registration Statement) (such registration statement) (, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission SEC as soon promptly as reasonably practicable but in any event on or prior to the 75th day following such filing. Any Mandatory Shelf Registration Statement shall provide for the resale resale, from time to time, time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, agents or a sale over the internet) by the Holders Holders, of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration StatementSecurities.

Mandatory Shelf Registration. As set forth in Section 4 hereof, subject to Section 2(b)(ii), the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than thirty the date that is one hundred fifty (30150) calendar days following after the Closing Time, date of this Agreement a shelf Registration Statement on Form S-3 S-11 or such other form under the Securities Act then available to the Company providing for the resale of the Registrable Shares pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (Holders, including for the avoidance of doubt doubt, any Additional Shares that are issued prior to the initial effectiveness of such shelf Shelf Registration Statement (such registration statement) (, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following such filing. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after receipt of such comments. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering), a direct sale to purchasers, a sale through brokers or agents, or a sale over the internetInternet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 hereof, the The Company agrees to file with the Commission as soon as reasonably practicable, practicable following the date of this Agreement but in no any event later than thirty (30) days following the Closing Timeprior to December 31, 2005, a shelf Registration Statement on Form S-3 S-1 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders of any and all of the Registrable Shares Securities (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon as practicable. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable following after receipt of such filingcomments. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, purchasers or a sale through brokers or agents, or a sale which may include sales over the internetInternet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to use its best efforts to file with the Commission as soon as reasonably practicable, but in no event later than thirty (30) days SEC promptly following the Closing Timeearlier to occur of (i) June 8, 2007, or (ii) nine (9) months after completion of the IPO, a shelf Shelf Registration Statement on Form S-3 N-2 or such other form under the Securities Act then available to the Company providing for the resale resale, pursuant to Rule 415 415, from time to time by the Holders of any and all Registrable Shares Securities (including for the avoidance of doubt any Additional Shares Securities that are issued prior to the effectiveness of such shelf Registration Statement) (such registration statement) (, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory "Shelf Registration Statement”"). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission SEC as soon promptly as reasonably practicable but in any event on or prior to the 75th day following such filing. Any Mandatory Shelf Registration Statement shall provide for the resale resale, from time to time, time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, agents or a sale over the internet) by the Holders Holders, of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration StatementSecurities.

Mandatory Shelf Registration. As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicablepracticable after the Company's independent public accountants issue their audit opinion relating to the audit of the Company's financial statements for the year ending December 31, 2003, but in no event later than thirty (April 30) days following the Closing Time, 2004, a shelf Registration Statement on Form S-3 S-11 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “"Mandatory Shelf Registration Statement”"). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon promptly as reasonably practicable following such filing. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable, practicable following the date of this Agreement (but in no event later than thirty (30the date that is 120 days after the date of this Agreement) days following the Closing Time, a shelf Registration Statement on Form S-3 S-1 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the a “Mandatory Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following such filingpracticable. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, purchasers or a sale through brokers or agents, or a sale which may include sales over the internet) by the Holders of any and all Registrable Shares. The Company may include any undersigned hereby acknowledges on behalf of the Holders that each management stockholder that is or becomes party to that Management Stockholders Agreement dated March 10, 2006 shall be entitled to have his or her shares of Common Stock that RWE owns in any Mandatory then owned listed on the Shelf Registration Statement, and each management option holder holding options on the date hereof shall be entitled to have the shares underlying his or her options listed on the Shelf Registration Statement.

Mandatory Shelf Registration. As set forth in Section 4 hereofThe Company shall prepare and, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than thirty the Filing Deadline, file with the Commission an initial shelf Registration Statement on Form S-3, or equivalent if Form S-3 is unavailable to the Company (30or any successor form) days following the Closing Time, or a shelf Registration Statement on Form S-1 to the extent Form S-3 or is unavailable to register all Registrable Securities, covering the resale by the Investors of (i) all of the Issued Shares, and (ii) all of the Conversion Shares, so as to permit the resale of such other form Registrable Securities by the Investors under Rule 415 under the Securities Act on a delayed or continuous basis at then available to the Company providing for the resale pursuant to Rule 415 from time to time prevailing market prices or at privately negotiated prices or as otherwise permitted by the Holders of any and all Registrable Shares law (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Initial Registration Statement”). Such initial Registration Statement shall name any Investor requesting inclusion therein as a selling shareholder, and provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Investors named therein. The Company shall use its commercially reasonable efforts to cause such Mandatory Shelf have the Initial Registration Statement to be declared effective by the Commission as promptly as practicable, and in any event not later than by the Effectiveness Deadline. In the event the Company files a Registration Statement on Form S-1, as soon as reasonably practicable following such filing. Any Mandatory Shelf the Company qualifies for, and is able to include all Registrable Securities on, Form S-3, the Company shall use its commercially reasonable efforts to (i) convert the Registration Statement shall provide for the resale from time to time, on Form S-1 (and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. The Company may include any shares of Common Stock that RWE owns in any Mandatory Shelf New Registration Statement) to a Form S-3 Registration Statement or (ii) file a Form S-3 Registration Statement, as the case may be, in each case, as soon as practicable.