Common use of Obligation to File Clause in Contracts

Obligation to File. At any time following the Commencement Date, promptly upon the written request of Buyer, the Company will use its reasonable best efforts to file with the Commission a registration statement under the Securities Act for the offering of all of the Registrable Securities which Buyer requests to be registered (the "Demand Registration"). The Demand Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as Buyer notifies the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the seller undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act, if available, in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its reasonable best efforts to cause the Demand Registration to become effective, and, upon the request of Buyer, keep the Demand Registration effective for up to 90 days, unless the distribution of securities registered thereunder has been earlier completed; provided, however, that if such Demand Registration will require the Company to prepare or file audited financial statements with respect to any fiscal year by a date prior to the date on which the Company would otherwise be required to prepare and file such audited financial statements, then Buyer must notify the Company at least thirty days in advance of the date upon which such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendments to the Demand Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File. At any time following the Commencement Date, promptly upon the written request of Buyer, the Company will use its reasonable best efforts to file with the Commission a registration statement under the Securities Act for the offering of all of the Registrable Securities which Buyer requests to be registered (the "Demand Registration"). The Demand Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as Buyer notifies the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the seller undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act, if available, Act in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its reasonable best efforts to cause the Demand Registration to become effectivebe declared effective by the Commission within 60 days from the date of receipt of the written request, and, upon the request of Buyer, keep the Demand Registration effective for up to 90 days, unless the distribution of securities registered thereunder has been earlier completed; provided, however, that if such Demand Registration will require the Company to prepare or file audited financial statements with respect to any fiscal year by a date prior to the date on which the Company would otherwise be required to prepare and file such audited financial statements, then Buyer must notify the Company at least thirty 30 days in advance of the date upon which such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendments to the Demand Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File. At any time following the Commencement Dateissuance of Warrants pursuant to the Warrant Agreement, promptly upon the written request of Buyerholders of a majority of the then outstanding Registrable Securities, the Company will use its reasonable best efforts to file with the Commission SEC a registration statement Registration Statement under the Securities Act for the offering of all of the Registrable Securities which Buyer requests such holders request to be registered (the "Demand Registration"), provided, that the number of Registrable Securities to be registered (i) are not less than 200,000 or (ii) if less than 200,000, constitutes all of the remaining Registrable Securities. The Demand Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as Buyer notifies such holders notify the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the seller undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act, if available, in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereofoffering. The Company shall use its reasonable best efforts to cause the Demand Registration to become effective, and, upon the request of Buyerany of such holders, keep the Demand Registration effective for up to 90 60 days, unless the distribution of securities registered thereunder has been earlier completed; provided, however, that if such Demand Registration will require the Company to prepare or file audited financial statements with respect to any fiscal year by a date prior to the date on which the Company would otherwise be required to prepare and file such audited financial statements, then Buyer must notify the Company at least thirty days in advance of the date upon which such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendments to the Demand Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable SecuritiesAct, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. Notwithstanding the foregoing, the Company shall have the right to delay any Demand Registration for a period of not more than 90 days after the date of any request to register the Registrable Securities pursuant to the Demand Registration, if, at the time of such request, the Company is preparing, or within ten days thereafter engages an underwriter, and commences in good faith to prepare, 4 7 a Registration Statement for a public offering (other than a registration relating solely to employee benefit plans) which is in fact filed and becomes effective within 90 days after the date the holders of the Registrable Securities have provided the written registration request, or is engaged in any material acquisition or divestiture or other business transaction with a third party which the Board of Directors of the Company reasonably determines in good faith would be adversely affected by the Demand Registration to the material detriment of the Company.

Obligation to File. At any time following after one hundred eighty (180) days after the Commencement Dateconsummation of a Qualified IPO, promptly upon either the written HMTF Demand Group, on 18 138 behalf of the HMTF Group, or the BSMB Demand Group, on behalf of the BSMB Group, may request of Buyer, (the "Shelf Registration Request") the Company will use its reasonable best efforts to file with the Commission SEC, as soon as practicable, a registration statement for a resale offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act for the offering of covering all of the Registrable Securities which Buyer requests to Shares Beneficially Owned by the HMTF Group or the BSMB Group, as the case may be registered (the "Demand Shelf Registration"). The Demand Shelf Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as Buyer notifies the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of Form S-3 under the Securities Act in which or another appropriate form permitting registration of all Registrable Shares Beneficially Owned by the seller undertakes to effect registration after HMTF Group and the completion BSMB Group for resale (the "Shelf Shares") by the Holders of such offering in order to permit such shares to be freely tradeable Shelf Shares in the United Statesmanner or manners designated by them (including, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereofwithout limitation, one or (iii) in a transaction under Rule 144A of the Securities Act, if available, in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereofmore underwritten offerings). The Company shall use its commercially reasonable best efforts to cause the Demand Shelf Registration to become effectivebe declared effective pursuant to the Securities Act as promptly as reasonably practicable following the filing thereof, andbut in no event later than the 180th day after the Shelf Registration Request, upon the request of Buyer, and to keep the Demand Shelf Registration continuously effective under the Securities Act for up to 90 days, unless the distribution of securities registered thereunder has been earlier completed; provided, however, that if such Demand Registration will require the Company to prepare or file audited financial statements with respect to any fiscal a one (1) year by a date prior to period following the date on which the Company would otherwise be required to prepare and file such audited financial statements, then Buyer must notify the Company at least thirty days in advance of the date upon which effectiveness of such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendments to the Demand Shelf Registration, if required or such shorter period ending when either (1) all Shelf Shares covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration or pursuant to Rule 144 promulgated under the Securities Act or if reasonably requested (2) there cease to be outstanding any Shelf Shares (the "Effectiveness Period"). Notwithstanding anything to the contrary contained herein, at such time as (a) the HMTF Control Group ceases to own a majority of the Securities owned by Buyer or an underwriter the HMTF Group, it shall no longer be permitted to make a Shelf Registration Request under this Section 3.3.1 and (b) the BSMB Control Group ceases to own a majority of Registrable Securitiesthe Securities owned by the BSMB Group, including it shall no longer be permitted to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts make a Shelf Registration Request pursuant to have such supplements and amendments declared effective, if required, as soon as practicable after filingthis Section 3.3.1.

Obligation to File. At any time following after one hundred eighty (180) days after the Commencement Dateconsummation of a Qualified IPO, promptly upon either the written HMTF Demand Group, on behalf of the HMTF Group, or the BSMB Demand Group, on behalf of the BSMB Group, may request of Buyer, (the "Shelf Registration Request") the Company will use its reasonable best efforts to file with the Commission SEC, as soon as practicable, a registration statement for a resale offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act for the offering of covering all of the Registrable Securities which Buyer requests to Shares Beneficially Owned by the HMTF Group or the BSMB Group, as the case may be registered (the "Demand Shelf Registration"). The Demand Shelf Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as Buyer notifies the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of Form S-3 under the Securities Act in which or another appropriate form permitting registration of all Registrable Shares Beneficially Owned by the seller undertakes to effect registration after HMTF Group and the completion BSMB Group for resale (the "Shelf Shares") by the Holders of such offering in order to permit such shares to be freely tradeable Shelf Shares in the United Statesmanner or manners designated by them (including, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereofwithout limitation, one or (iii) in a transaction under Rule 144A of the Securities Act, if available, in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereofmore underwritten offerings). The Company shall use its commercially reasonable best efforts to cause the Demand Shelf Registration to become effectivebe declared effective pursuant to the Securities Act as promptly as reasonably practicable following the filing thereof, andbut in no event later than the 180th day after the Shelf Registration Request, upon the request of Buyer, and to keep the Demand Shelf Registration continuously effective under the Securities Act for up to 90 days, unless the distribution of securities registered thereunder has been earlier completed; provided, however, that if such Demand Registration will require the Company to prepare or file audited financial statements with respect to any fiscal a one (1) year by a date prior to period following the date on which the Company would otherwise be required to prepare and file such audited financial statements, then Buyer must notify the Company at least thirty days in advance of the date upon which effectiveness of such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendments to the Demand Shelf Registration, if required or such shorter period ending when either (1) all Shelf Shares covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration or pursuant to Rule 144 promulgated under the Securities Act or if reasonably requested (2) there cease to be outstanding any Shelf Shares (the "Effectiveness Period"). Notwithstanding anything to the contrary contained herein, at such time as (a) the HMTF Control Group ceases to own a majority of the Securities owned by Buyer or an underwriter the HMTF Group, it shall no longer be permitted to make a Shelf Registration Request under this Section 3.3.1 and (b) the BSMB Control Group ceases to own a majority of Registrable Securitiesthe Securities owned by the BSMB Group, including it shall no longer be permitted to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts make a Shelf Registration Request pursuant to have such supplements and amendments declared effective, if required, as soon as practicable after filingthis Section 3.3.1.