Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. As set forth in Section 4, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than March 31, 2006, (A) 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 (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”). If the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares under the initial Mandatory Shelf Registration Statement notifies the Company within 10 Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or Section 5).

Mandatory Shelf Registration. As set forth in Section 4, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than March 31, 200660 days following the Closing Date, (A) a shelf registration statement on Form S-1 SB-2 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, other than those Holders covered by (B), of any and all of such Holders’ Registrable Shares consisting of (i) Common Shares and all Additional Shares in respect thereof, and (ii) if and only if the Preferred Shares have not automatically converted into Common Stock by December 31, 2005, the Preferred Shares and all Additional Shares issued in respect thereof (in each case including 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 “Holders Mandatory Shelf Registration Statement”), and (B) a shelf registration statement on Form SB-2 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 FBR, FBR Merchant Banking and any Holder that is associated or affiliated with FBR of any and all of such Holders’ Registrable Shares consisting of (i) Common Shares and all Additional Shares in respect thereof, and (ii) if and only if the Preferred Shares have not automatically converted into Common Stock by December 31, 2005, the Preferred Shares and all Additional Shares issued in respect thereof (in each case including 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 “FBR Mandatory Shelf Registration Statement”; both the Holders Mandatory Shelf Registration and the FBR Mandatory Shelf Registration Statement may be referred to herein without distinction as a “Mandatory Shelf Registration Statement”). The fact that the Preferred Shares have not automatically converted into Common Stock by December 31, 2005 shall not affect the Company’s continuing obligation to use its best efforts to cause such automatic conversion or to register the sale of such shares hereunder. If the Company has an effective Holders Mandatory Shelf Registration Statement on Form S-1 SB-2 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares (on an as converted basis) shall, promptly convert such Holders Mandatory Shelf Registration Statement on Form S-1 SB-2 to a registration statement Registration Statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares under the initial Holders Mandatory Shelf Registration Statement notifies the Company within 10 Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Holders Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form S-1 SB-2 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Holders Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or Section 5). If the Company has an effective FBR Mandatory Shelf Registration Statement on Form SB-2 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may (unless FBR or FBR Merchant Banking reasonably objects), or at the request of FBR or FBR Merchant Banking shall, promptly convert such FBR Mandatory Shelf Registration Statement on Form SB-2 to a Registration Statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise.

Mandatory Shelf Registration. As set forth in Section 44 hereof, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than March 31, 2006, (A) 240 days from the date hereof a shelf registration statement 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”). If ; provided, however, that notwithstanding anything to the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under contrary in the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Actforegoing, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares under the initial Mandatory Shelf Registration Statement notifies the Company within 10 Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of not file the Mandatory Shelf Registration Statement for a with the Commission prior to the 181st day from the date hereof. The Company shall use all commercially reasonable time after receipt of the first efforts to cause such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Mandatory Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and require 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 suspend sales under Section 4(i) or Section 5)of any and all Registrable Shares.

Mandatory Shelf Registration. As set forth in Section 4, the Company agrees to use it commercially reasonably efforts to file with the Commission as soon as reasonably practicablewithin 60 days of the Acquisition Closing, but in no event later than March 31December 14, 20062007, (A) 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 all of their Registrable Shares (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”"). If the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such the Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares under the initial Mandatory Shelf Registration Statement notifies the Company within 10 Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or Section 5).

Mandatory Shelf Registration. As set forth in Section 4, the Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than March 31, 2006one hundred twenty (120) days following the Closing Date, (A) 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 (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”). , If the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares under the initial Mandatory Shelf Registration Statement notifies the Company within 10 ten (10) Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 thirty (30) days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or Section 5).

Mandatory Shelf Registration. As set forth in Section 4, the Company agrees to Partnership will file with the Commission as soon as reasonably practicable, but in no event not later than March 31May 15, 2006, (A) a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company Partnership providing for the resale pursuant to Rule 415 from time to time by the Holders, other than those Holders for which the resale of such Holder's Registrable Units is provided for under the FBR Mandatory Shelf Registration Statement (as defined below), of any and all of such Holders' Registrable Units (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 “"HOLDERS MANDATORY SHELF REGISTRATION STATEMENT"), and (B) a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Partnership providing for the resale pursuant to Rule 415 from time to time by FBR, FBR Merchant Banking and any Holder that is associated or affiliated with FBR of any and all of such Holders' Registrable Units (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 "FBR MANDATORY SHELF REGISTRATION STATEMENT"; either or both the Holders Mandatory Shelf Registration Statement”and the FBR Mandatory Shelf Registration Statement may be referred to herein without distinction as a "MANDATORY SHELF REGISTRATION STATEMENT"). If the Company Partnership has an effective Holders Mandatory Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company Partnership shall promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares Units shall, promptly convert such Holders Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares Units under the initial Holders Mandatory Shelf Registration Statement notifies the Company Partnership within 10 Business Days of receipt of the Company Partnership notice that such conversion would interfere with its distribution of Registrable Shares Units already in progress and provides a reasonable explanation therefor, in which case the Company Partnership will delay the conversion of the Holders Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the CompanyPartnership, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Holders Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or Section 5). If the Partnership has an effective FBR Mandatory Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Partnership shall promptly give notice of such eligibility to the Holders covered thereby and may (unless FBR or FBR Merchant Banking reasonably objects unless the Partnership, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the FBR Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or Section 5), or at the request of FBR or FBR Merchant Banking shall, promptly convert such FBR Mandatory Shelf Registration Statement on Form S-1 to a Registration Statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise.