Common use of Registration Statement Covering Resale of Registrable Securities Clause in Contracts

Registration Statement Covering Resale of Registrable Securities. Parent will prepare and file or cause to be prepared and filed with the SEC, no later 45 days following the date that Parent becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the Common Shares issuable as Earnout Shares, to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.

Registration Statement Covering Resale of Registrable Securities. Parent will ParentCo shall prepare and file or cause to be prepared and filed with the SECCommission, no later 45 than forty five (45) days following the date that Parent ParentCo becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a registration statement Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the shares of Common Shares Stock issuable as Earnout SharesContingency Consideration (as defined in the Business Combination Agreement) and shares of Common Stock issuable as Earn-Out Consideration (as defined in the Founder Support Agreement), to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will shall be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will ParentCo shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.

Registration Statement Covering Resale of Registrable Securities. Parent will ParentCo shall prepare and file or cause to be prepared and filed with the SECCommission, no later 45 than forty five (45) days following the date that Parent ParentCo becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a registration statement Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the shares of Common Shares Stock issuable as Earnout Shares, to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will shall be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will ParentCo shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.

Registration Statement Covering Resale of Registrable Securities. Parent will prepare and file or cause to be prepared and filed with the SEC, no later 45 days following the date that Parent becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”)than October 31, 2022, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the Common Shares issuable as Earnout Shares, to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date as of such date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.

Registration Statement Covering Resale of Registrable Securities. Parent will prepare and file or cause to be prepared and filed with the SEC, no later 45 days following the date that Parent becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the Common Shares issuable as Earnout Shares, to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.

Registration Statement Covering Resale of Registrable Securities. Parent will The Company shall prepare and file or cause to be prepared and filed with the SECCommission, no later 45 than thirty (30) days following the date that Parent the Company becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a registration statement Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the any shares of Common Shares Stock issuable as Earnout Shares, to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will shall be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.