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 no later than 240 days from the date hereof a Shelf Registration Statement on Form S-1 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) (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”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and for this purpose, the Company shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any 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 sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares.

Mandatory Shelf Registration. As set forth in Section 4 hereof, subject to Section 2(b)(ii), the Company agrees to file with the Commission no later than 240 days from the date hereof that is one hundred fifty (150) calendar days after the date of this Agreement a Shelf shelf Registration Statement on Form S-1 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 Registration Statement) 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”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly soon as practicable following such filing. Such commercially reasonable efforts shall include, and for this purposewithout limitation, responding to any comments issued by the Company shall be entitled to consider the advice staff of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as Commission with respect to the effect that the effectiveness of the Shelf any Registration Statement could and filing any related amendment to such Registration Statement as soon as reasonably be expected to have on the marketing practicable after receipt of the initial public offeringsuch comments. Any 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.

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 240 days from the date hereof June 14, 2004, a Shelf Registration Statement on Form S-1 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 of the Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statementshelf 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”"); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and for this purpose, . Such best efforts shall include responding to any comments issued by the Company shall be entitled to consider the advice staff of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as Commission with respect to the effect that the effectiveness of the Shelf any Registration Statement could and filing any related amendment to such Registration Statement as soon as reasonably be expected to have on the marketing practicable after receipt of the initial public offeringsuch comments. Any Shelf Registration Statement shall provide for the resale from time to time, time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering so long as the Company shall not be required by the Commission to file a post-effective amendment to the Shelf Registration Statement in connection with any such 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.

Mandatory Shelf Registration. As set forth in Section 4 hereof, subject to Section 2(b)(ii), the Company agrees to file with the Commission no later than 240 within ninety (90) calendar days from after the date hereof of this Agreement a Shelf shelf Registration Statement on Form S-1 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 Registration Statement) Statement (such 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”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly soon as practicable following such filing, and for this purposesubject to Section 2(b)(ii). Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the Company shall be entitled to consider the advice staff of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as Commission with respect to the effect that the effectiveness of the Shelf any Registration Statement could and filing any related amendment to such Registration Statement as soon as reasonably be expected to have on the marketing practicable after receipt of the initial public offeringsuch comments. Any 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.

Mandatory Shelf Registration. As set forth The Company shall prepare and, as soon as practicable, but in Section 4 hereofno event later than the Filing Deadline, the Company agrees to file with the Commission no later than 240 days from an initial shelf Registration Statement on Form S-3, or equivalent if Form S-3 is unavailable to the date hereof Company (or any successor form) or a Shelf shelf Registration Statement on Form S-1 or to the extent Form S-3 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) (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 Initial Registration Statement”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and for this purpose, the Company shall be entitled to consider the advice of the managing underwriter or underwriters of an Such initial public offering of the Shares that is then pending, if any, as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall name any Investor requesting inclusion therein as a selling shareholder, and provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any method or combination of methods legally available (includingto, without limitationand requested by, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) Investors named therein. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Holders of 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 the Company qualifies for, and is able to include all Registrable SharesSecurities on, Form S-3, the Company shall use its commercially reasonable efforts to (i) convert the Registration Statement on Form S-1 (and any 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.

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 240 thirty (30) days from following the date hereof Closing Time, a Shelf shelf Registration Statement on Form S-1 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 Statementshelf 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”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all its commercially reasonable efforts to cause such Mandatory Shelf Registration Statement to be declared effective by the Commission as promptly soon as reasonably practicable following such filing, and for this purpose, the Company shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. 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 The Company agrees to file with the Commission as soon as practicable, but in no event later than 240 days nine (9) months from the date hereof hereof, a Shelf Registration Statement on Form S-1 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 of the Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statementshelf 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”); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and for this purposebut in no event later than six (6) months after the date of such filing (subject to extension pursuant to Section 2(b)(iv)). Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the Company shall be entitled to consider the advice staff of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as Commission with respect to the effect that the effectiveness of the Shelf any Registration Statement could and filing any related amendment to such Registration Statement as soon as reasonably be expected to have on the marketing practicable after receipt of the initial public offeringsuch comments. Any Shelf Registration Statement shall provide for the 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, or a sale over the internetInternet) by the Holders of any and all Registrable Shares.

Mandatory Shelf Registration. As set forth in Section 4 hereof, the The Company agrees to file with the Commission as soon as practicable, but in no event later than 240 days nine months from the date hereof hereof, a Shelf Registration Statement on Form S-1 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 of the Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statementshelf 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”"); provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall not file the Mandatory Shelf Registration Statement with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing. Such reasonable best efforts shall include, and for this purposewithout limitation, responding to any comments issued by the Company shall be entitled to consider the advice staff of the managing underwriter or underwriters of an initial public offering of the Shares that is then pending, if any, as Commission with respect to the effect that the effectiveness of the Shelf any Registration Statement could and filing any related amendment to such Registration Statement as soon as reasonably be expected to have on the marketing practicable after receipt of the initial public offeringsuch comments. Any Shelf Registration Statement shall provide for the resale from time to time, time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares.